UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): January 20,
2017
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OXBRIDGE RE HOLDINGS LIMITED
(Exact
Name of Registrant as Specified in Charter)
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Cayman Islands
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001-36346
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98-1150254
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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Strathvale House, 2nd Floor
90 North Church Street, Georgetown
P.O. Box 469
Grand Cayman, Cayman Islands
(Address
of Principal Executive Office)
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KY1-9006
(Zip
Code)
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Registrant’s
telephone number, including area code: (345) 749-7570
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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))
Item 5.02 Compensatory Arrangements of Certain
Officers
On January 20, 2017, our Board of Directors
granted cash bonuses and options to purchase ordinary shares to our
two executive officers under grant agreements made under our 2014
Omnibus Incentive Plan. Jay Madhu, our President and Chief
Executive Officer, was granted a cash bonus of $50,000 and options
to purchase an aggregate of 25,000 ordinary shares. Wrendon
Timothy, our Financial Controller, was a granted a cash bonus of
$30,000 and options to purchase an aggregate of 10,000 ordinary
shares. The stock options are subject to forfeiture upon
termination of employment (subject to certain post-termination
windows to exercise vested stock options) and restrictions on
transfer. The options will vest in increments of 6.25% each on a
quarterly basis over a four-year period, and will expire on the
10th
anniversary of the date of grant
unless earlier exercised or earlier terminated due to termination
of employment. The options were granted at an exercise price of
$6.06 (US) per ordinary share. Also, our Board of Directors
approved the increase of Jay Madhu’s base salary from
$220,000 to $232,000 per annum, and the increase of Wrendon
Timothy’s base salary from $120,000 to $132,000 per annum.
Quarterly fees paid to
non-employee directors have been maintained at $7,500 per
quarter.
Item 9.01 Financial Statements and Exhibits.
See the
Exhibit Index set forth below for a list of exhibits included with
this Form 8-K.
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.
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OXBRIDGE
RE HOLDINGS LIMITED
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Date: January 24,
2017
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By:
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/s/
Wrendon
Timothy
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Wrendon
Timothy
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Financial
Controller and Secretary
(Principal
Accounting Officer and
Principal Financial
Officer) |
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.2
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Form of
Stock Option Agreement under Oxbridge Re Holdings Limited 2014
Omnibus Incentive Plan ((Incorporated herein by
reference to Exhibit 10.2 to the Form 8-K filed on January 28,
2015)
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