UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 18, 2011

 

MONTPELIER RE HOLDINGS LTD.

(Exact Name of Registrant as Specified in Its Charter)

 

Bermuda

 

001-31468

 

98-0428969

(State or Other Jurisdiction of
Incorporation or
Organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

Montpelier House

94 Pitts Bay Road

Pembroke HM 08

Bermuda

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (441) 296-5550

 


 

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The 2011 Annual General Meeting of Members (the “2011 Annual Meeting”) of Montpelier Re Holdings Ltd. (the “Company”) was held on May 18, 2011.  The following summarizes each of the 2011 Annual Meeting proposals and the voting results thereon:

 

I. Proposal for Election of Class C Directors

 

Our Bye-laws provide for a classified board of directors, divided into three classes of approximately equal size.  Our Shareholders voted to fix the number of directors at twelve and elected four Class C directors, each of whom shall serve until (i) the Company’s Annual General Meeting of Members in 2014 or (ii) his earlier resignation.  The table below details the voting results.

 

Nominee

 

Votes For

 

Votes Against

 

Abstain

 

Non-Votes

 

 

 

 

 

 

 

 

 

 

 

Clement S. Dwyer Jr.

 

53,247,355

 

723,919

 

17,337

 

5,181,821

 

 

 

 

 

 

 

 

 

 

 

Christopher L. Harris

 

53,631,248

 

338,675

 

18,688

 

5,181,821

 

 

 

 

 

 

 

 

 

 

 

J. Roderick Heller III

 

53,254,701

 

716,303

 

17,607

 

5,181,821

 

 

 

 

 

 

 

 

 

 

 

Ian M. Winchester

 

53,260,793

 

708,998

 

18,820

 

5,181,821

 

 

II. Proposal Regarding Appointment of an Independent Auditor

 

Our Shareholders voted to approve the appointment of PricewaterhouseCoopers as the Company’s Independent Auditor for 2011, and have authorized the Company’s board of directors, acting by the Company’s Audit Committee, to set their remuneration.  The table below details the voting results.

 

Votes For

 

Votes Against

 

Abstain

 

Non-Votes

 

58,288,517

 

833,704

 

48,211

 

0

 

 

III. Proposal Regarding Advisory Vote to Approve Executive Compensation

 

Our Shareholders voted to adopt the following non-binding resolution to approve the compensation of the Company’s Named Executive Officers as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, in each case set forth in the Company’s 2011 Proxy Statement for the 2011 Annual Meeting:

 

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.

 

The table below details the voting results.

 

Votes For

 

Votes Against

 

Abstain

 

Non-Votes

 

49,694,261

 

1,417,978

 

2,876,372

 

5,181,821

 

 

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IV.  Proposal Regarding Advisory Vote on the Frequency of Advisory Vote to Approve Executive Compensation

 

Our Shareholders voted to recommend that the Company provide the Shareholders with an annual advisory vote to approve compensation paid to the Company’s named executive officers.

 

The table below details the voting results.

 

1YR

 

2YRS

 

3YRS

 

Abstain

 

Non-Votes

 

47,119,811

 

56,995

 

3,935,961

 

2,875,844

 

5,181,821

 

 

The Board of Directors has determined that a non-binding, advisory vote on the compensation of the Company’s named executive officers will occur on an annual basis until the next required advisory vote on the frequency of advisory votes to approve executive compensation.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

Montpelier Re Holdings Ltd.

 

 

(Registrant)

 

 

 

 

 

 

 

 

May 19, 2011

 

By:

/s/ Jonathan B. Kim

Date

 

Name:

Jonathan B. Kim

 

 

Title:

General Counsel and Secretary

 

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