ATHENE HOLDING LTD. (NYSE:ATH) Files An 8-K Entry into a Material Definitive Agreement

ATHENE HOLDING LTD. (NYSE:ATH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

Following shareholder approval of an amendment to the bye-laws of Athene Holding Ltd. (the \”Company\”), as discussed under proposal 9 of Item 5.07 below, on June 10, 2019, the Company entered into that certain Seventh Amended and Restated Fee Agreement (the \”Fee Agreement\”), effective January 1, 2019, between it and Athene Asset Management LLC (\”AAM\”). The terms of the Fee Agreement are described in the Company\’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 22, 2019 (the \”Proxy Statement\”).
AAM is a subsidiary of Apollo Global Management, LLC (\”Apollo\”). Apollo, together with its affiliates and certain funds for which Apollo or its subsidiaries is the managing member or general partner, collectively hold 45% of the aggregate voting power of the Company\’s equity securities, subject to certain adjustments, and Apollo employees serve on the Company\’s board of directors.
The foregoing description of the Fee Agreement is not complete and is qualified in its entirety by reference to the Seventh Amended and Restated Fee Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the annual general meeting (the \”AGM\”) of the holders of Class A and Class B common shares (collectively, the \”Shareholders\”) held on June 4, 2019, the Shareholders approved the Company’s 2019 Share Incentive Plan (the “2019 Plan”). The Company’s board of directors approved the adoption of the 2019 Plan on February 12, 2019, subject to Shareholder approval. The purposes of the 2019 Plan are to further the growth and success of the Company and its subsidiaries and to provide a means of rewarding outstanding performance by eligible individuals.
The 2019 Plan, which became effective upon Shareholder approval at the AGM, provides for the grant of nonqualified share options, incentive stock options, rights to purchase shares, restricted shares, restricted share units, performance awards and other awards or any combination thereof to eligible participants. Subject to the adjustment provisions included in the 2019 Plan, the maximum number of Class A common shares reserved for issuance under the 2019 Plan is 4,250,000 (reduced by the number of shares granted under the Athene Holding Ltd. 2016 Share Incentive Plan between February 12, 2019 and the date the Shareholders approved the 2019 Plan). The 2019 Plan will be administered by the compensation committee of the board of directors.
The foregoing description of the 2019 Plan is not complete and is qualified in its entirety by reference to the 2019 Share Incentive Plan, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 4, 2019, amendments to the bye-laws of the Company became effective after such bye-law amendments were approved at the AGM of Shareholders of the Company. The bye-law amendments are described in the Proxy Statement.
The foregoing description of the bye-law amendments is not complete and is qualified in its entirety by reference to the Twelfth Amended and Restated Bye-Laws of the Company, which are filed as Exhibit 3.1 hereto in redline form showing the amendments referred to above, and as Exhibit 3.2 hereto in unmarked form, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The AGM of the Shareholders of the Company was held on June 4, 2019. The following proposals were submitted to the Shareholders at the AGM:
For more information about the foregoing proposals, see the Proxy Statement.
The Company\’s Class B common shares currently represent, in aggregate, 45% of the total voting power of the Company\’s equity securities, subject to certain adjustments that are described in the Company\’s bye-laws. The Company\’s Class A common shares currently account for the remaining 55% of the aggregate voting power of the Company\’s equity securities, subject to certain adjustments that are described in the
Company\’s bye-laws. Holders of Class A common shares and holders of Class B common shares voted together as a single class on all matters (including the election of directors) submitted to a vote of shareholders at the AGM.
Shareholders voted as follows on the matters presented for a vote. As contemplated by the Proxy Statement, votes shown below have been adjusted in accordance with the restrictions and other adjustments to the voting power of the Class A common shares and Class B common shares in the Company\’s bye-laws, provided that the number of broker non-votes is expressed in unadjusted share amounts, meaning that one broker non-vote represents one share outstanding.
Votes for approval: 123,715,682.55
Votes against: 222.02
Abstentions: 34,136.56
Broker non-votes: 11,266,961.00
Votes for approval: 123,695,306.28
Votes against: 35,995.42
Abstentions: 18,919.42
Broker non-votes: 11,266,961.00
Votes for approval: 118,991,727.75
Votes against: 4,694,827.00
Abstentions: 63,666.38
Broker non-votes: 11,266,961.00
Votes for approval: 123,621,541.23
Votes against: 105,562.33
Abstentions: 23,117.57
Broker non-votes: 11,266,961.00
Votes for approval: 122,270,497.94
Votes against: 1,474,696.38
Abstentions: 5,026.81
Broker non-votes: 11,266,961.00
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Athene Holding Ltd Exhibit
EX-3.1 2 redline-twelfthamendedandr.htm EXHIBIT 3.1 Exhibit Exhibit 3.1ELEVENTHTWELFTH AMENDED AND RESTATEDBYE-LAWS OF ATHENE HOLDING LTD.Adopted on June 64,…
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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.

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