form8-k.htm
 
 

 

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): May 12, 2011
________________________________
Flagstone Reinsurance Holdings, S.A.
 
(Exact name of registrant as specified in its charter)
 
Luxembourg
 
001-33364
 
98-0481623
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

 
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)
 
________________________________
 
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):
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


 

 
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:
 
Nominees
 
For
   
Abstain
   
Broker Non-Vote
 
Gary Black
    56,878,672       231,904       11,765,289  
Thomas Dickson
    56,949,042       161,534       11,765,289  
Jan Spiering
    56,948,162       162,414       11,765,289  
Wray T. Thorn
    56,878,672       231,904       11,765,289  
 
2.           The election of certain individuals as Designated Company Directors of certain of the Company’s non-U.S. subsidiaries:
 
For
   
Against
   
Abstain
   
Broker Non-Vote
 
  56,988,279       107,857       14,440       11,765,289  
 
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:
 
For
   
Against
   
Abstain
   
Broker Non-Vote
 
  68,688,202       172,413       15,250       0  
 
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:
 
For
   
Against
   
Abstain
   
Broker Non-Vote
 
  68,688,202       172,413       15,250       0  
 
5.           The advisory vote on executive compensation:
 
For
   
Against
   
Abstain
   
Broker Non-Vote
 
  54,024,567       2,753,410       332,599       11,765,289  
 
6.           The advisory vote on the frequency of holding future advisory votes on executive compensation:
 
Every Year
   
Every Two Years
   
Every Three Years
   
Abstain
   
Broker Non-Vote
 
  16,126,562       977,367       39,676,348       330,299       11,765,289  
 
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”):
 
For
   
Against
   
Abstain
   
Broker Non-Vote
 
  68,702,685       17,926       155,254       0  

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:
 
For
   
Against
   
Abstain
   
Broker Non-Vote
 
  68,702,685       17,926       155,254       0  

9.           The allocation, as required by Luxembourg law, of the Company’s results and part of its distributable reserves:
 
For
   
Against
   
Abstain
   
Broker Non-Vote
 
  68,842,190       17,926       15,749       0  
 
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:
 
For
   
Against
   
Abstain
   
Broker Non-Vote
 
  67,096,542       67,469       1,711,854       0  

11.           The approval, as required by Luxembourg law, of all interim dividends declared since the Company’s last annual general meeting of shareholders:
 
For
   
Against
   
Abstain
   
Broker Non-Vote
 
  68,842,690       17,926       15,249       0  

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:
 
For
   
Against
   
Abstain
   
Broker Non-Vote
 
  45,984,233       11,111,783       14,060       11,765,289  

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:
 
For
   
Against
   
Abstain
   
Broker Non-Vote
 
  56,899,807       196,109       19,660       11,765,289  

 
 

 

 
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.
 
 
FLAGSTONE REINSURANCE HOLDINGS, S.A.
   
     
 
By:
/s/ William F. Fawcett
   
Name: William F. Fawcett
   
Title:  General Counsel
Date: May 18, 2011