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 14 of Item 5.07 below, on June 8, 2017, the Company
entered into that certain Fifth Amended and Restated Fee
Agreement (the “Fee Agreement”), effective January 1, 2017,
between it and Athene Asset Management, L.P. (“AAM”). The terms
of the Fee Agreement are described in the Company’s current
report on Form 8-K, filed with the Securities and Exchange
Commission on March 15, 2017 under Item 8.01.
Athene Holding Ltd. (the “Company”), as discussed under
proposal 14 of Item 5.07 below, on June 8, 2017, the Company
entered into that certain Fifth Amended and Restated Fee
Agreement (the “Fee Agreement”), effective January 1, 2017,
between it and Athene Asset Management, L.P. (“AAM”). The terms
of the Fee Agreement are described in the Company’s current
report on Form 8-K, filed with the Securities and Exchange
Commission on March 15, 2017 under Item 8.01.
In connection with the Company’s entry into the Fee Agreement,
AAM entered into addenda to three master sub-advisory agreements
(collectively, the “Sub-Advisory Amendments”) as follows: (i)
Master Sub-Advisory Agreement Addendum Two, dated June 8, 2017,
by and among AAM, Apollo Capital Management, L.P., Apollo Global
Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity,
LLC, Apollo Royalties Management, LLC and Apollo Emerging
Markets, LLC (the “DE Sub-Advisory Agreement”) ; (ii) Master
Sub-Advisory Agreement Addendum Two, dated June 8, 2017, by and
among AAM, Apollo Capital Management, L.P., Apollo Global Real
Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC
and Apollo Emerging Markets, LLC (the “IA Sub-Advisory
Agreement”); and (iii) Master Sub-Advisory Agreement Addendum
One, dated June 8, 2017, by and among AAM, Apollo Capital
Management, L.P., Apollo Global Real Estate Management, L.P., ARM
Manager LLC and Apollo Longevity, LLC (the “NY Sub-Advisory
Agreement”). The terms of these addenda are described in the
Company’s quarterly report on Form 10-Q, filed with the
Securities and Exchange Commission on May 11, 2017.
AAM entered into addenda to three master sub-advisory agreements
(collectively, the “Sub-Advisory Amendments”) as follows: (i)
Master Sub-Advisory Agreement Addendum Two, dated June 8, 2017,
by and among AAM, Apollo Capital Management, L.P., Apollo Global
Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity,
LLC, Apollo Royalties Management, LLC and Apollo Emerging
Markets, LLC (the “DE Sub-Advisory Agreement”) ; (ii) Master
Sub-Advisory Agreement Addendum Two, dated June 8, 2017, by and
among AAM, Apollo Capital Management, L.P., Apollo Global Real
Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC
and Apollo Emerging Markets, LLC (the “IA Sub-Advisory
Agreement”); and (iii) Master Sub-Advisory Agreement Addendum
One, dated June 8, 2017, by and among AAM, Apollo Capital
Management, L.P., Apollo Global Real Estate Management, L.P., ARM
Manager LLC and Apollo Longevity, LLC (the “NY Sub-Advisory
Agreement”). The terms of these addenda are described in the
Company’s quarterly report on Form 10-Q, filed with the
Securities and Exchange Commission on May 11, 2017.
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.
(“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 Fifth
Amended and Restated Fee Agreement, which is filed as Exhibit
10.1 hereto and is incorporated herein by reference. The
foregoing descriptions of the DE Sub-Advisory Agreement, the IA
Sub-Advisory Agreement and the NY Sub-Advisory Agreement are not
complete and are qualified in their entirety by reference to the
respective Sub-Advisory Amendments, which are filed as Exhibit
10.2, Exhibit 10.3 and Exhibit 10.4 hereto, respectively, and are
incorporated herein by reference.
and is qualified in its entirety by reference to the Fifth
Amended and Restated Fee Agreement, which is filed as Exhibit
10.1 hereto and is incorporated herein by reference. The
foregoing descriptions of the DE Sub-Advisory Agreement, the IA
Sub-Advisory Agreement and the NY Sub-Advisory Agreement are not
complete and are qualified in their entirety by reference to the
respective Sub-Advisory Amendments, which are filed as Exhibit
10.2, Exhibit 10.3 and Exhibit 10.4 hereto, respectively, and are
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
Change in Fiscal Year
On June 8, 2017, amendments to the Company’s bye-laws became
effective upon the execution of the Fee Agreement and the
Sub-Advisory Amendments, after such bye-law amendments had been
approved at the Company’s annual general meeting (the “AGM”)
of the holders of Class A and Class B common shares
(collectively, the “Shareholders”). The bye-law amendments are
described in the Company’s current report on Form 8-K, filed
with the Securities and Exchange Commission on March 15, 2017
under Item 8.01.
effective upon the execution of the Fee Agreement and the
Sub-Advisory Amendments, after such bye-law amendments had been
approved at the Company’s annual general meeting (the “AGM”)
of the holders of Class A and Class B common shares
(collectively, the “Shareholders”). The bye-law amendments are
described in the Company’s current report on Form 8-K, filed
with the Securities and Exchange Commission on March 15, 2017
under Item 8.01.
The foregoing description of the bye-law amendments is not
complete and is qualified in its entirety by reference to the
Tenth 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.
complete and is qualified in its entirety by reference to the
Tenth 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 7,
2017. The following proposals were submitted to the Shareholders
at the AGM:
2017. The following proposals were submitted to the Shareholders
at the AGM:
|
1.
|
The election of directors of the Company for varying terms
based upon the class to which the director is a member |
|
2.
|
The authorization of the election of directors of Athene
Life Re Ltd. (“ALRe”) at the 2017 annual general meeting of ALRe |
|
3.
|
The authorization of the election of directors of AGER
Bermuda Holding Ltd. (“AGER”) at the 2017 annual general meeting of AGER |
|
4.
|
The authorization of the election of directors of Athene
Bermuda Employee Company Ltd (“ABEC”) at the 2017 annual general meeting of ABEC |
|
5.
|
The authorization of the election of directors of Athene IP
Holding Ltd. (“AIPH”) at the 2017 annual general meeting of AIPH |
|
6.
|
The authorization of the election of directors of Athene IP
Development Ltd. (“AIPD”) at the 2017 annual general meeting of AIPD |
|
7.
|
The appointment of the Company’s independent auditor
PricewaterhouseCoopers LLP (“PwC”) |
|
8.
|
The referral of the remuneration of PwC to the audit
committee of the board of directors |
|
9.
|
The non-binding advisory vote on say on pay
|
|
10.
|
The non-binding advisory vote on say on pay frequency
|
|
11.
|
The approval of the Company’s employee stock purchase plan
(the “ESPP”) |
|
12.
|
The approval of the incorporation of an advisory board of
Athene Deutschland Anlagemanagement GMBH (“ADAM”) and the election of the members thereof |
|
13.
|
The approval of remuneration amounts for the supervisory
board members of Athene Lebensversicherung AG (“ALV”) |
|
14.
|
The approval of an amendment to the Company’s bye-laws
relating to the termination of certain investment management agreements |
For more information about the foregoing proposals, see the
Company’s definitive proxy statement on Schedule 14A filed with
the U.S. Securities and Exchange Commission on April 20, 2017
(the “Proxy Statement”).
Company’s definitive proxy statement on Schedule 14A filed with
the U.S. Securities and Exchange Commission on April 20, 2017
(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.
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.
|
1.
|
The nominees for election to the board of directors of the
Company were elected, for the terms specified, based upon the following votes: |
|
Nominee
|
|
Term
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
H. Carl McCall
|
|
2018 AGM
|
|
107,850,496.97
|
|
8,016.70
|
|
6,706.80
|
|
8,459,018.81
|
|
Brian Leach
|
|
2019 AGM
|
|
107,857,426.66
|
|
1,087.01
|
|
6,706.80
|
|
8,459,018.81
|
|
Lawrence Ruisi
|
|
2020 AGM
|
|
107,751,824.82
|
|
106,688.85
|
|
6,706.80
|
|
8,459,018.81
|
|
Hope Taitz
|
|
2020 AGM
|
|
106,828,954.13
|
|
1,029,559.54
|
|
6,706.80
|
|
8,459,018.81
|
|
Arthur Wrubel
|
|
2020 AGM
|
|
107,850,756.37
|
|
7,757.30
|
|
6,706.80
|
|
8,459,018.81
|
|
2.
|
The nominees for election to the board of directors of ALRe
were authorized for election at the 2017 annual general meeting of ALRe, each for a one year term, or such other period of time as permitted by ALRe’s constituent documents, based upon the following votes: |
|
Nominee
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
James Belardi
|
|
107,757,595.48
|
|
106,611.03
|
|
1,013.96
|
|
8,459,018.81
|
|
Robert Borden
|
|
107,749,743.44
|
|
108,523.18
|
|
6,953.84
|
|
8,459,018.81
|
|
Frank Gillis
|
|
107,752,066.76
|
|
106,392.39
|
|
6,761.32
|
|
8,459,018.81
|
|
Gernot Lohr
|
|
107,757,743.71
|
|
106,611.03
|
|
865.73
|
|
8,459,018.81
|
|
Hope Taitz
|
|
107,751,756.88
|
|
106,509.74
|
|
6,953.84
|
|
8,459,018.81
|
|
William Wheeler
|
|
107,752,066.76
|
|
106,392.39
|
|
6,761.32
|
|
8,459,018.81
|
|
3.
|
The nominees for election to the board of directors of AGER
were authorized for election at the 2017 annual general meeting of AGER, each for a one year term, or such other period of time as permitted by AGER’s constituent documents, based upon the following votes: |
|
Nominee
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
Frank Gillis
|
|
107,752,066.76
|
|
106,392.39
|
|
6,761.32
|
|
8,459,018.81
|
|
Tab Shanafelt
|
|
107,751,578.84
|
|
106,509.74
|
|
7,131.89
|
|
8,459,018.81
|
|
William Wheeler
|
|
107,751,696.19
|
|
106,392.39
|
|
7,131.89
|
|
8,459,018.81
|
|
4.
|
The nominees for election to the board of directors of ABEC
were authorized for election at the 2017 annual general meeting of ABEC, each for a one year term, or such other period of time as permitted by ABEC’s constituent documents, based upon the following votes: |
|
Nominee
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
Frank Gillis
|
|
107,751,696.19
|
|
106,392.39
|
|
7,131.89
|
|
8,459,018.81
|
|
Tab Shanafelt
|
|
107,751,578.84
|
|
106,509.74
|
|
7,131.89
|
|
8,459,018.81
|
|
William Wheeler
|
|
107,751,696.19
|
|
106,392.39
|
|
7,131.89
|
|
8,459,018.81
|
|
5.
|
The nominees for election to the board of directors of AIPH
were authorized for election at the 2017 annual general meeting of AIPH, each for a one year term, or such other period of time as permitted by AIPH’s constituent documents, based upon the following votes: |
|
Nominee
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
Frank Gillis
|
|
107,751,845.65
|
|
106,392.39
|
|
6,982.42
|
|
8,459,018.81
|
|
Tab Shanafelt
|
|
107,751,578.84
|
|
106,509.74
|
|
7,131.89
|
|
8,459,018.81
|
|
William Wheeler
|
|
107,751,696.19
|
|
106,392.39
|
|
7,131.89
|
|
8,459,018.81
|
|
6.
|
The nominees for election to the board of directors of AIPD
were authorized for election at the 2017 annual general meeting of AIPD, each for a one year term, or such other period of time as permitted by AIPD’s constituent documents, based upon the following votes: |
|
Nominee
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
Deepak Rajan
|
|
107,751,949.41
|
|
106,509.74
|
|
6,761.32
|
|
8,459,018.81
|
|
Tab Shanafelt
|
|
107,751,578.84
|
|
106,509.74
|
|
7,131.89
|
|
8,459,018.81
|
|
William Wheeler
|
|
107,751,696.19
|
|
106,392.39
|
|
7,131.89
|
|
8,459,018.81
|
|
7.
|
The proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017 was approved based on the following votes: |
Votes for approval: 107,858,761.78
Votes against: 0
Abstentions: 6,458.68
Broker non-votes: 8,459,018.81
|
8.
|
The proposal to refer the remuneration of PwC to the audit
committee of the board of directors of the Company was approved based on the following votes: |
Votes for approval: 107,857,386.96
Votes against: 1,335.29
Abstentions: 6,498.21
Broker non-votes: 8,459,018.81
|
9.
|
The proposal requesting a non-binding advisory vote on the
compensation of the Company’s named executive officers received the following votes: |
Votes for approval: 106,808,736.33
Votes against: 1,055,799.81
Abstentions: 684.32
Broker non-votes: 8,459,018.81
|
10.
|
The proposal requesting a non-binding advisory vote on the
frequency of advisory votes regarding the compensation of the Company’s named executive officers received the following votes: |
|
One Year
|
|
Two Years
|
|
Three Years
|
|
Abstain
|
|
103,972,681.33
|
|
2,107,430.09
|
|
1,748,430.82
|
|
36,678.22
|
|
11.
|
The proposal to approve the Company’s ESPP was approved
based on the following votes: |
Votes for approval: 107,838,951.78
Votes against: 19,686.48
Abstentions: 6,582.21
Broker non-votes: 8,459,018.81
|
12.
|
The proposal to incorporate an advisory board of ADAM was
approved based on the following votes: |
Votes for approval: 107,751,354.03
Votes against: 106,950.72
Abstentions: 6,915.72
Broker non-votes: 8,459,018.81
The nominees for election to the advisory board of ADAM were
authorized for election by the sole shareholder of ADAM, each for a
one year term, or such other period of time as permitted by ADAM’s
constituent documents or applicable law, based upon the following
votes:
authorized for election by the sole shareholder of ADAM, each for a
one year term, or such other period of time as permitted by ADAM’s
constituent documents or applicable law, based upon the following
votes:
|
Nominee
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
Deepak Rajan
|
|
107,751,397.26
|
|
107,308.94
|
|
6,514.27
|
|
8,459,018.81
|
|
Ralf Schmitt
|
|
107,751,600.01
|
|
106,913.66
|
|
6,706.80
|
|
8,459,018.81
|
|
Michael Solf
|
|
107,751,600.01
|
|
106,913.66
|
|
6,706.80
|
|
8,459,018.81
|
|
Mark Suter
|
|
107,751,791.30
|
|
106,913.66
|
|
6,515.50
|
|
8,459,018.81
|
|
13.
|
The proposal to approve the remuneration amounts for the
supervisory board members of ALV was approved based on the following votes: |
Votes for approval: 107,842,787.20
Votes against: 21,678.53
Abstentions: 754.73
Broker non-votes: 8,459,018.81
|
14.
|
The proposal to amend the Company’s bye-laws was approved
based on the following votes: |
Votes for approval: 107,856,061.55
Votes against: 2,397.60
Abstentions: 6,761.32
Broker non-votes: 8,459,018.81
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
3.1
|
Tenth Amended and Restated Bye-Laws of Athene Holding Ltd.,
effective June 8, 2017, redlined for amendments effective June 8, 2017 |
|
3.2
|
Tenth Amended and Restated Bye-Laws of Athene Holding Ltd.,
effective June 8, 2017 |
|
10.1
|
Fifth Amended and Restated Fee Agreement, dated June 8,
2017, between Athene Holding Ltd. and Athene Asset Management, L.P. (“AAM”) |
|
10.2
|
Master Sub-Advisory Agreement Addendum Two, dated June 8,
2017, by and among AAM, Apollo Capital Management, L.P., Apollo Global Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC, Apollo Royalties Management, LLC and Apollo Emerging Markets, LLC |
|
10.3
|
Master Sub-Advisory Agreement Addendum Two, dated June 8,
2017, by and among AAM, Apollo Capital Management, L.P., Apollo Global Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC and Apollo Emerging Markets, LLC |
|
10.4
|
Master Sub-Advisory Agreement Addendum One, dated June 8,
2017, by and among AAM, Apollo Capital Management, L.P., Apollo Global Real Estate Management, L.P., ARM Manager LLC and Apollo Longevity, LLC |
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.