GREENLIGHT CAPITAL RE, LTD. Item 5.07 Submission of Matters to a Vote of Security Holders
The Registrant held its 2022 Annual General Meeting of Shareholders onJuly 26, 2022 . Pursuant to the Registrant's Third Amended and Restated Articles of Association (the "Articles of Association"), each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes per share; provided, however, that the total voting power of the issued and outstanding Class B ordinary shares shall not exceed 9.5% of the total voting power of all issued and outstanding ordinary shares. Since, on the record date of the 2022 Annual Meeting of Shareholders, the total voting power of the issued and outstanding Class B ordinary shares exceeded 9.5% of the total voting power, the voting power of the Class B ordinary shares was reduced with the excess being allocated to the Class A ordinary shares in accordance with Article 53 of the Articles of Association. In addition, the Articles of Association provide that no holder of Class A ordinary shares shall be permitted to acquire an amount of shares which would cause any person to own 9.9% or more of the total voting power of the issued and outstanding ordinary shares. Therefore, the excess voting power from the Class B ordinary shares allocated to the Class A ordinary shares and the Class A ordinary shares allocated to other Class A ordinary shares were restricted to 9.9% for each holder of Class A ordinary shares with the excess, if any, being allocated to the other holders of Class A ordinary shares in accordance with Article 54 of the Articles of Association.
The following tables summarize the final voting results after adjustment of the
voting power. For more information on the following proposals, see the
Registrant's Proxy Statement dated
(1) The following nine persons were nominees for Directors of the Registrant by
shareholders to serve for the term expiring at the Annual General Meeting of
Shareholders in 2023.
Director Class A For Class A Against Class A Abstain Class A broker non-votes Class B For Class B Against Class B Abstain Class B broker non-votes
Simon Burton 35,230,303 5,860,190 808,341 19,316,071 8,646,298 - - -
David Einhorn 36,232,122 5,219,837 446,875 19,316,071 8,646,298 - - -
Johnny Ferrari 35,780,282 4,735,575 1,382,978 19,316,071 8,646,298 - - -
Ursuline Foley 35,863,206 4,675,538 1,360,090 19,316,071 8,646,298 - - -
Leonard Goldberg 35,193,935 6,232,793 472,106 19,316,071 8,646,298 - - -
Victoria Guest 35,394,158 5,120,512 1,384,164 19,316,071 8,646,298 - - -
Ian Isaacs 35,391,866 5,961,425 545,543 19,316,071 8,646,298 - - -
Bryan Murphy 33,652,198 7,758,095 488,541 19,316,071 8,646,298 - - -
Joseph Platt 35,690,323 5,707,180 501,331 19,316,071 8,646,298 - - -
Each of Simon Burton , David Einhorn , Johnny Ferrari , Ursuline Foley, Leonard
Goldberg , Victoria Guest , Ian Isaacs , Bryan Murphy and Joseph Platt received the
affirmative vote of the majority of the Class A and Class B ordinary shares
present in person or by proxy at the 2022 Annual General Meeting of Shareholders
and were elected as directors of the Registrant.
(2) The following nine persons were elected Directors of
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Director Class A For Class A Against Class A Abstain Class A broker non-votes Class B For Class B Against Class B Abstain Class B broker non-votes
Simon Burton 35,501,197 5,589,586 808,051 19,316,071 8,646,298 - - -
David Einhorn 36,598,764 4,854,642 445,428 19,316,071 8,646,298 - - -
Johnny Ferrari 35,809,943 4,705,914 1,382,978 19,316,071 8,646,298 - - -
Ursuline Foley 35,894,893 4,645,298 1,358,643 19,316,071 8,646,298 - - -
Leonard Goldberg 35,476,486 5,950,241 472,106 19,316,071 8,646,298 - - -
Victoria Guest 35,818,345 4,696,325 1,384,164 19,316,071 8,646,298 - - -
Ian Isaacs 35,680,257 5,673,034 545,543 19,316,071 8,646,298 - - -
Bryan Murphy 35,120,666 6,302,069 476,099 19,316,071 8,646,298 - - -
Joseph Platt 35,707,644 5,689,860 501,331 19,316,071 8,646,298 - - -
(3) The following six persons were elected Directors of Greenlight Reinsurance
Ireland,
Director Class A For Class A Against Class A Abstain Class A broker non-votes Class B For Class B Against Class B Abstain Class B broker non-votes
Michael Brady 36,755,735 4,645,877 497,222 19,316,071 8,646,298 - - -
Lesley Caslin 36,738,577 4,645,298 514,959 19,316,071 8,646,298 - - -
Neil Greenspan 36,612,175 4,798,117 488,541 19,316,071 8,646,298 - - -
Bryan Murphy 35,108,803 6,301,490 488,541 19,316,071 8,646,298 - - -
Patrick O'Brien 36,740,053 4,645,009 513,773 19,316,071 8,646,298 - - -
Daniel Roitman 36,768,409 4,645,877 484,548 19,316,071 8,646,298 - - -
(4) The shareholders ratified the appointment of Deloitte Ltd. to serve as the
independent auditors of the Registrant for the fiscal year ending December 31,
2022 .
Class A Class B
For 75,228,796 8,646,298
Against 39,270 -
Abstain 206,091 -
Broker non-votes - -
(5) The shareholders ratified the appointment of Deloitte & Touche LLP to serve
as the independent auditors of Greenlight Reinsurance, Ltd. for the fiscal year
ending December 31, 2022 .
Class A Class B
For 60,970,122 8,646,298
Against 37,824 -
Abstain 206,959 -
Broker non-votes - -
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(6) The shareholders ratified the appointment of
Class A Class B
For 60,967,229 8,646,298
Against 40,717 -
Abstain 206,959 -
Broker non-votes - -
(7) The shareholders cast the following non-binding vote on the compensation of
the Registrant's executive officers pursuant to the compensation disclosure
rules of the
Class A Class B
For 34,543,127 8,646,298
Against 6,292,376 -
Abstain 1,063,332 -
Broker non-votes 19,316,071 -
The "say-on-pay" proposal received the affirmative vote of the majority of the Class A and Class B ordinary shares present in person or by proxy.
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