ATHENE HOLDING LTD. (NYSE:ATH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 2, 2018, the Board of Directors (the “Board”) of Athene Holding Ltd. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Fehmi Zeko to the Board, effective immediately. to the bye-laws of the Company, Mr. Zeko’s appointment is on an interim basis, subject to being elected by the shareholders of the Company at the 2018 annual general meeting of shareholders. If elected at the 2018 annual general meeting of shareholders, Mr. Zeko, who was appointed by the Board as a Class II director, would have a term that expires at the annual general meeting of shareholders to be held in 2020.

Mr. Zeko has served as Vice Chairman, Global Technology, Media and Telecommunications Investment Banking Group at Bank of America Merrill Lynch since 2015. Prior to Bank of America, Mr. Zeko was Senior Managing Director, Group Head North America and Global Chairman, Telecom, Media, Entertainment and Technology (“TMET”) at Macquarie Capital, where he led the firm’s Global TMET Investment Banking and Principal Investing Practice. Prior to joining Macquarie Capital, Mr. Zeko was Vice Chairman and Co-Founder of the Foros Group, where he led the firm’s Media and Communication Advisory Practice. Prior to that role, Mr. Zeko held senior investment banking positions at Deutsche Bank and Citigroup. He received his Bachelor of Business Administration and Master of Business Administration in Finance from Texas Christian University’s Neeley School of Business. He formerly served on the school’s International Board of Visitors.

Mr. Zeko will be eligible to receive director compensation, as more fully described under the caption “Director Compensation” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2017. It is anticipated that Mr. Zeko will enter into a standard indemnification agreement with the Company, as more fully described under the caption “Indemnification of Directors” on page 70 of the Company’s Annual Report on Form 10-K for the fiscal year ended December31, 2017, filed with the Securities and Exchange Commission on February26, 2018 (the “Annual Report”). Furthermore, it is anticipated that Mr. Zeko will enter into the Company’s standard form Director Retention Letter with the Company, effective upon his appointment to the Board. The standard form of Director Retention Letter was previously filed as Exhibit 10.33 to the Annual Report, and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Zeko and any person to which Mr. Zeko was selected as a director, and there are no actual or proposed transactions between Mr. Zeko or any of his related persons and the Company that would require disclosure under Item 404(a) of Regulation S-K. The Board has affirmatively determined that Mr. Zeko qualifies as an independent director as defined by the listing standards of the New York Stock Exchange.

About ATHENE HOLDING LTD. (NYSE:ATH)

Athene Holding Ltd. (Athene Holding) is a Bermuda-based life insurance holding company. The Company is principally focused on the retirement market and whose business, through its subsidiaries, is focused on issuing or reinsuring fixed and equity indexed annuities. Athene Holding’s subsidiaries are Athene Annuity & Life Assurance Company, Athene Life Insurance Company, Investors Insurance Corp, and Athene Life Re Ltd. The products offered by Athene Holding, through its subsidiaries, include retail fixed and equity indexed annuity products; institutional products, such as funding agreements, and co-insurance and reinsurance arrangements with third-party life insurance and annuity providers. Assets of Athene Holding’s subsidiaries are managed by Athene Asset Management LLC.