GREENLIGHT CAPITAL RE, LTD. (NASDAQ:GLRE) 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(b) Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
announced the resignation of Barton Hedges as the Chief Executive
Officer, and as a member of the board of directors (the Board),
of the Company, each effective as of March 31, 2017 (the
Effective Date). Mr. Hedges resignation as an officer and
director of the Company was not as a result of a disagreement
with the Company on any matter relating to the Companys
operations, policies or practices. Leonard Goldberg, a current
member of the Board and a former chief executive officer of the
Company, has been retained to serve as a consultant to the
Company in order to ensure a smooth transition and to lead the
search for a new chief executive officer. Mr. Goldberg has agreed
to serve as interim Chief Executive Officer of the Company as of
the Effective Date, to the extent that the position has not been
filled prior to such date, and will continue to serve in such
role up until the Company identifies a permanent candidate.
2005. Mr. Goldberg also has served as a director of Greenlight
Reinsurance, Ltd. (Greenlight) since 2005. Mr. Goldberg
previously served as a director of Greenlight Reinsurance
Ireland, Designated Activity Company from 2010 to 2014. He
previously served as Chief Executive Officer of the Company from
August 2005 to August 2011.
into a Deed of Settlement and Release with the Company, dated
December 15, 2016 (the Release Agreement) to his current
employment agreement with the Company (the Employment Agreement).
to the Release Agreement, Mr. Hedges has agreed to waive any and
all claims he may have against the Company. In accordance with
his Employment Agreement, upon entering into the Release
Agreement, Mr. Hedges will receive: (i) a severance payment equal
to $1,075,360, payable over 12 months in substantially equal
installments; (ii) full vesting of unvested stock options; and
(iii) health insurance benefits for himself, his spouse and his
dependents for a period of one year.
entered into a consulting agreement (the Consulting Agreement),
whereby Mr. Goldberg will serve as a consultant to each of the
Company and Greenlight, to provide transition services including
leading the search for a new chief executive officer. Mr.
Goldberg has agreed to become interim Chief Executive Officer of
each entity, effective as of the Effective Date, to the extent a
permanent replacement is not identified by such date. to the
Consulting Agreement, Mr. Goldberg will render consulting
services to the Company and Greenlight for a period of one year,
subject to earlier termination in accordance with the terms and
conditions of the Consulting Agreement. Under the Consulting
Agreement, Mr. Goldberg will receive monthly cash compensation of
$10,000. In the event, Mr. Goldberg becomes interim Chief
Executive Officer, he will be awarded a stock option grant to
purchase 22,750 of the Companys common shares and, thereafter,
will be awarded stock option grants to purchase 26,000 and 29,250
of the Companys common shares on or around August 1, 2017 and
December 15, 2017 respectively, All options will be granted under
the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock
Incentive Plan.
will not be entitled to any consulting fees, except for any
consulting fees previously earned prior to such termination.
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99.1
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Announcement press release, Greenlight Capital Re, Ltd.
Announces Executive Leadership Change”, dated December 19, 2016, issued by the Company. |
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99.2
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Deed of Settlement and Release, dated December 15,
2016, among Barton Hedges, Greenlight Capital Re, Ltd. and Greenlight Reinsurance, Ltd. |
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99.3
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Consulting Agreement dated as of December 16, 2016,
among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Leonard Goldberg. |
About GREENLIGHT CAPITAL RE, LTD. (NASDAQ:GLRE)
Greenlight Capital Re, Ltd. is a property and casualty reinsurance holding company. The Company operates through property and casualty reinsurance segment. Its underwriting operations are classified into two categories: frequency business, which is characterized as contracts containing a number of small losses emanating from multiple events, and severity business, which is characterized as contracts with the potential for losses emanating from one event or multiple events. The Company’s property line of insurance provides protection for aviation, commercial, energy, motor physical damage and personal. It offers casualty insurance products for general, marine, motor and professional liabilities. The Company’s specialty insurance products are offered for financial, health and worker’s compensation. Its subsidiaries include Greenlight Reinsurance, Ltd, (Greenlight Re), Greenlight Reinsurance Ireland, Ltd. (GRIL) and Verdant Holding Company, Ltd. (Verdant). GREENLIGHT CAPITAL RE, LTD. (NASDAQ:GLRE) Recent Trading Information
GREENLIGHT CAPITAL RE, LTD. (NASDAQ:GLRE) closed its last trading session up +0.10 at 23.80 with 156,305 shares trading hands.
