On November 28, 2012, Flagstone Reinsurance Holdings, S.A. (“Flagstone”) held an extraordinary general meeting of its shareholders at which shareholders were asked to consider and vote upon (1) a proposal to approve the previously announced Agreement and Plan of Merger dated as of August 30, 2012, among Flagstone, Flagstone Reinsurance Holdings (Bermuda) Limited (“Flagstone Bermuda”), Validus Holdings, Ltd. and Validus UPS, Ltd., the merger of Flagstone with and into Flagstone Bermuda and the First-Step Statutory Merger Agreement dated as of September 27, 2012, between Flagstone and Flagstone Bermuda (the “Merger Proposal”) and (2) a non-binding advisory proposal to approve the compensation that may become payable to Flagstone’s named executive officers in connection with the completion of the transaction (the “Compensation Proposal”).
Each of the foregoing proposals is described in detail in the proxy statement/prospectus filed by Flagstone with the Securities and Exchange Commission on October 23, 2012.
For each of the foregoing proposals, a quorum was present as required under Flagstone’s Articles of Incorporation (Statuts). According to the report of the inspector of election, the Merger Proposal was approved by Flagstone’s shareholders. The voting results for each proposal are as follows:
On November 28, 2012, Flagstone issued a press release announcing the results of the extraordinary general meeting. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference in this Item 8.01.