form8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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 12, 2011
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Flagstone Reinsurance Holdings, S.A.
(Exact name of registrant as specified in its charter)
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Luxembourg
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001-33364
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98-0481623
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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37, Val St. André
L-1128 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +352 273 515 30
(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 12, 2011, Flagstone Reinsurance Holdings, S.A. (the “Company”), held its 2011 Annual General Meeting of Shareholders. A quorum was present as required under the Company’s Articles of Incorporation (Statuts) as then in effect, and the proposals described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 28, 2011 (the “Proxy Statement”), were approved, including the election of Messrs. Gary Black, Thomas Dickson, Jan Spiering and Wray T. Thorn as directors, certain changes to the Company’s organizational documents and a number of matters required in accordance Luxembourg law. The final results of the proposals are as follows:
1. The election of four Class B directors to hold office until the Company’s 2014 Annual General Meeting of Shareholders or until their respective successors have been duly elected or appointed:
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Gary Black
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56,878,672 |
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231,904 |
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11,765,289 |
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Thomas Dickson
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56,949,042 |
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161,534 |
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11,765,289 |
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Jan Spiering
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56,948,162 |
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162,414 |
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11,765,289 |
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Wray T. Thorn
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56,878,672 |
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231,904 |
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11,765,289 |
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2. The election of certain individuals as Designated Company Directors of certain of the Company’s non-U.S. subsidiaries:
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56,988,279 |
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107,857 |
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14,440 |
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11,765,289 |
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3. The approval of the appointment of Deloitte & Touche Ltd. (Bermuda) to serve as the Company’s Independent Registered Public Accounting Firm for fiscal year 2011 and until our 2012 annual general meeting of shareholders and to refer the determination of the auditor’s remuneration to the Board of Directors:
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68,688,202 |
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172,413 |
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15,250 |
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0 |
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4. The approval, as required by Luxembourg law, of the appointment of Deloitte S.A. (Luxembourg) to serve as the Company’s Authorized Statutory Auditor (réviseur d’entreprises agrée) for the fiscal year 2011 and until our 2012 annual general meeting of shareholders:
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68,688,202 |
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172,413 |
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15,250 |
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0 |
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5. The advisory vote on executive compensation:
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54,024,567 |
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2,753,410 |
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332,599 |
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11,765,289 |
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6. The advisory vote on the frequency of holding future advisory votes on executive compensation:
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16,126,562 |
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977,367 |
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39,676,348 |
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330,299 |
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11,765,289 |
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Taking into account the results of this advisory vote, in addition to the considerations set out in Proposal 6 to the Proxy Statement, the Company has decided to conduct future advisory votes on executive compensation every three years.
7. The approval, as required by Luxembourg law, of the consolidated financial statements of the Company prepared in accordance with U.S. GAAP and the annual accounts of the Company prepared in accordance with Luxembourg GAAP, in each case as at and for the year ended December 31, 2010 (together, the “Luxembourg Statutory Accounts”):
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68,702,685 |
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17,926 |
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155,254 |
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0 |
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8. The approval, as required by Luxembourg law, of the Consolidated Management Report of the Board of Directors on the business of the Company in relation to the year ended December 31, 2010 and the Authorized Statutory Auditor’s Reports on the Luxembourg Statutory Accounts as at and for the year ended December 31, 2010:
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68,702,685 |
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17,926 |
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155,254 |
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0 |
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9. The allocation, as required by Luxembourg law, of the Company’s results and part of its distributable reserves:
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68,842,190 |
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17,926 |
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15,749 |
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0 |
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10. The granting of a discharge to each of the current and past directors and officers of the Company in respect to the performance of their mandates during the year ended December 31, 2010:
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67,096,542 |
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67,469 |
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1,711,854 |
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0 |
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11. The approval, as required by Luxembourg law, of all interim dividends declared since the Company’s last annual general meeting of shareholders:
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68,842,690 |
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17,926 |
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15,249 |
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0 |
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12. The approval of amendments to the Articles of Incorporation (Statuts) to limit the voting rights of certain of the Company’s U.S. shareholders under limited circumstances; the affirmative vote of more than two-thirds of the shares present, in person or by proxy, at the 2011 Annual General Meeting of Shareholders, was required to approve these amendments:
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45,984,233 |
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11,111,783 |
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14,060 |
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11,765,289 |
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13. The approval of amendments to the Articles of Incorporation (Statuts) to, among other things, (i) clarify the roles of the Authorized Statutory Auditor and the Independent Auditor, (ii) clarify the authority of the Board of Directors of the Company to issue shares upon the conversion of convertible debt, (iii) amend the term “Warrant” and (iv) change the date of the Company’s annual general meetings; the affirmative vote of more than two-thirds of the shares present, in person or by proxy, at the 2011 Annual General Meeting of Shareholders, was required to approve these amendments:
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56,899,807 |
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196,109 |
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19,660 |
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11,765,289 |
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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.
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FLAGSTONE REINSURANCE HOLDINGS, S.A.
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By:
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/s/ William F. Fawcett
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Name: William F. Fawcett
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Title: General Counsel
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Date: May 18, 2011
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