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): June 5, 2007
Enstar Group Limited
(Exact name of registrant as specified in its charter)
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| Bermuda
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001-33289
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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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P.O. Box HM 2267,
Windsor Place, 3rd Floor, 18 Queen Street
Hamilton HM JX Bermuda
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(Zip Code) |
Registrant’s telephone number, including area code: (441) 292-3645
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:
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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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On June 5, 2007, the Compensation Committee of the Board of Directors of Enstar Group Limited
(the “Company”) approved the Enstar Group Limited Deferred Compensation and Ordinary Share Plan for
Non-Employee Directors (the “Deferred Compensation Plan”). The Deferred Compensation Plan became
effective immediately.
The Deferred Compensation Plan provides each member of the Company’s Board of Directors who is
not an officer or employee of the Company or any of its subsidiaries (each, a “Non-Employee
Director”) with the opportunity to elect (i) to receive all or a portion of his or her compensation
for services as a director in the form of the Company’s ordinary shares (“Ordinary Shares”) instead
of cash and (ii) to defer receipt of all or a portion of such compensation until retirement or
termination.
Non-Employee Directors electing to receive compensation in the form of Ordinary Shares will
receive whole Ordinary Shares (with any fractional shares payable in cash) as of the date
compensation would otherwise have been payable. Non-Employee Directors electing to defer
compensation will have such compensation converted into share units payable as a lump sum
distribution after the director’s “separation from service” as defined under Section 409A of the
Internal Revenue Code of 1986, as amended. The lump sum share unit distribution will be made in
the form of Ordinary Shares, with fractional shares paid in cash.
The description of the Deferred Compensation Plan is qualified in its entirety by reference to
the full text of the Deferred Compensation Plan, which is filed as Exhibit 10.1 to this Form 8-K
and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 |
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Enstar Group Limited Deferred Compensation and Ordinary Share Plan for Non-Employee
Directors, effective as of June 5, 2007. |