GREENLIGHT CAPITAL RE, LTD. (NASDAQ:GLRE) Files An 8-K Results of Operations and Financial Condition

On May 2, 2017, Greenlight Capital Re, Ltd. (the “Registrant”)
issued a press release announcing its financial results for the
first quarter>March 31, 2017. A copy of the press release is
attached hereto as Exhibit 99.1 to this Form 8-K and incorporated
herein by reference.

In accordance with general instruction B.2 to Form 8-K, the
information set forth in this Item 2.02 (including Exhibit 99.1)
shall be deemed furnished and not filed with the Securities and
Exchange Commission for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended, (the “Exchange
Act”), or otherwise subject to the liabilities of that section,
and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Registrant held its 2017 Annual General Meeting of
Shareholders on April 26, 2017. to the Registrants Third Amended
and Restated Articles of Association (the “Articles of
Association”), each Class A ordinary share is entitled to one
vote per share and each Class B ordinary share is entitled to ten
votes per share; provided, however, that the total voting power
of the issued and outstanding Class B ordinary shares shall not
exceed 9.5% of the total voting power of all issued and
outstanding ordinary shares. Since, on the record date of the
2017 Annual Meeting of Shareholders, the total voting power of
the issued and outstanding Class B ordinary shares exceeded 9.5%
of the total voting power, the voting power of the Class B
ordinary shares was reduced with the excess being allocated to
the Class A ordinary shares in accordance with Article 53 of the
Articles of Association. In addition, the Articles of Association
provide that no holder of Class A ordinary shares shall be
permitted to acquire an amount of shares which would cause any
person to own 9.9% or more of the total voting power of the
issued and outstanding ordinary shares. Therefore, the excess
voting power from the Class B ordinary shares allocated to the
Class A ordinary shares and the Class A ordinary shares allocated
to other Class A ordinary shares were restricted to 9.9% for each
holder of Class A ordinary shares with the excess being allocated
to the other holders of Class A ordinary shares in accordance
with Article 54 of the Articles of Association.

The following tables summarize the final voting results after
adjustment of the voting power. For more information on the
following proposals, see the Registrant’s Proxy Statement dated
March 9, 2017.

(1) The following seven persons were elected Directors of the
Registrant by shareholders to serve for the term expiring at the
Annual General Meeting of Shareholders in 2018.

(2) The following seven persons were elected Directors of
Greenlight Reinsurance, Ltd. by shareholders to serve for the term
expiring at the Annual General Meeting of Shareholders in 2018.

(3) The following six persons were elected Directors of Greenlight
Reinsurance Ireland, Designated Activity Company by shareholders to
serve for the term expiring at the Annual General Meeting of
Shareholders in 2018.

(4) The shareholders approved the amended and restated stock
incentive plan of the Registrant.

(5) The shareholders ratified the appointment of BDO USA, LLP to
serve as the independent auditors of the Registrant for the fiscal
year ending December 31, 2017.

(6) The shareholders ratified the appointment of BDO Cayman Ltd. to
serve as the independent auditors of Greenlight Reinsurance, Ltd.
for the fiscal year ending December 31, 2017.

(7) The shareholders ratified the appointment of BDO, Registered
Auditors in Ireland, to serve as the independent auditors of
Greenlight Reinsurance Ireland, Designated Activity Company for the
fiscal year ending December 31, 2017.

(8) The shareholders approved the compensation of the Registrant’s
executive officers to the compensation disclosure rules of the
Securities and Exchange Commission, or “say-on-pay” votes.

(9) The shareholders voted for the option of once every year as
the frequency with which shareholders are provided an advisory
vote on executive compensation to the compensation disclosure
rules of the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Earnings press release, “GREENLIGHT RE ANNOUNCES FIRST
QUARTER 2017 FINANCIAL RESULTS”, dated May 2, 2017, issued by
the Registrant.