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): April 23, 2014
ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
Bermuda | 001-31909 | Not Applicable |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
141 Front Street
Hamilton HM 19
Bermuda
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (441) 295-8201
Not Applicable
(Former name or former address, if changed since last report)
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 - Corporate Governance
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 23, 2014, Aspen Insurance Holdings Limited (the “Company”) held its 2014 annual general meeting (the “Annual General Meeting”). Proxies were solicited by the Company’s management in connection with the Annual General Meeting. All the resolutions put forward at the Annual General Meeting were approved by the requisite majority vote, the details of which are set out below:
(1) Proposal regarding the re-election of Messrs. Christopher O’Kane, Liaquat Ahamed, Albert Beer, John Cavoores and Ms. Heidi Hutter as Class I directors of the Company and the election of Messrs. Gary Gregg and Bret Pearlman as Class II directors of the Company.
Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Christopher O’Kane | 45,536,952 | 11,476,603 | 3,671,855 |
Liaquat Ahamed | 45,537,187 | 11,476,368 | 3,671,855 |
Albert Beer | 45,537,409 | 11,476,146 | 3,671,855 |
John Cavoores | 45,536,783 | 11,476,772 | 3,671,855 |
Gary Gregg | 45,537,198 | 11,476,357 | 3,671,855 |
Heidi Hutter | 39,823,200 | 17,190,355 | 3,671,855 |
Bret Pearlman | 40,104,973 | 16,908,582 | 3,671,855 |
(2) Proposal regarding the approval of the compensation of the Company’s Named Executive Officers, as disclosed in the Definitive Proxy Statement, filed on March 12, 2014 with the U.S. Securities and Exchange Commission, as part of the non-binding advisory Say-on-Pay vote.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |
Approval of Named Executive Officers' Compensation | 53,520,540 | 3,437,115 | 55,900 | 3,671,855 |
(3) Proposal regarding the re-appointment of KPMG Audit plc (“KPMG”), London, England, to act as the Company’s independent registered public accounting firm and auditor for the fiscal year ending December 31, 2014, and to authorize the Company’s Board of Directors through the Audit Committee to set the remuneration for KPMG.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |
Re-appointment of KPMG | 60,100,353 | 535,937 | 49,120 | 0 |
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SIGNATURES
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.
ASPEN INSURANCE HOLDINGS LIMITED (Registrant) | ||||||
Dated: April 25, 2014 | By: | /s/ John Worth | ||||
Name: | John Worth | |||||
Title: | Chief Financial Officer | |||||
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