VALIDUS HOLDINGS, LTD. (NYSE:VR) 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. |
“Company”) issued a press release announcing that Kean Driscoll
has been named President of the Company, effective immediately. Mr.
Driscoll will continue to serve as the Chief Executive Officer of
Validus Reinsurance, Ltd. (Validus Re), the position he has held
since 2012.
served as Chief Underwriting Officer of Validus Re. Mr. Driscoll
has over 20 years of experience as a reinsurance underwriter, and
was previously with Quanta Re, and Zurich Re N.A. (Converium). Mr.
Driscoll currently serves as the Chairman of the Board of Directors
of the Reinsurance Association of America.
on Form 8-K and incorporated into this Item 5.02 by reference.
|
Item 5.07
|
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|
on May 10, 2017, the shareholders of the Company approved the
following:
|
(a)
|
The election of three Class I Directors of the Company:
|
|
Director
|
For
|
Withheld
|
Broker Non-Votes
|
|
Matthew J. Grayson
|
69,794,811
|
1,055,294
|
2,226,350
|
|
Jean-Marie Nessi
|
60,388,135
|
10,461,970
|
2,226,350
|
|
Mandakini Puri
|
69,290,398
|
1,559,707
|
2,226,350
|
|
(b)
|
The approval, by a non-binding advisory vote, of the
executive compensation payable to the Company’s named executive officers as described in the Executive Compensation section of the Company’s Proxy Statement dated March 16, 2017, including the Compensation Discussion and Analysis: |
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
65,644,439
|
5,095,220
|
110,446
|
2,226,350
|
|
(c)
|
The selection, by a non-binding advisory vote, of the
frequency at which shareholders of the Company will be asked to approve the compensation paid by the Company to its named executive officers: |
|
1 year
|
2 years
|
3 years
|
Abstain
|
|
63,377,227
|
1,426,302
|
6,034,149
|
12,427
|
|
(d)
|
The approval of the selection of PricewaterhouseCoopers, Ltd.
to act as the independent registered public accounting firm of the Company for the year ending December 31, 2017: |
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
72,689,786
|
318,560
|
68,109
|
2,226,350
|
|
Item 9.01
|
|
FINANCIAL STATEMENTS AND EXHIBITS.
|
|
(d)
|
|
Exhibits. The following exhibits are filed herewith:
|
|
Exhibit No.
|
|
Description
|
|||
|
|
|
|
|
|
|
|
99.1
|
|
|
Press Release (“KEAN DRISCOLL NAMED PRESIDENT OF VALIDUS
HOLDINGS, LTD.”) dated May 10, 2017. |
About VALIDUS HOLDINGS, LTD. (NYSE:VR)
Validus Holdings, Ltd. is a holding company. The Company conducts its operations through four operating segments: Validus Re, Talbot, Western World and AlphaCat. Validus Re is a Bermuda-based reinsurance segment focused treaty reinsurance. AlphaCat is an investment advisor managing capital from third parties and the Company in insurance linked securities and other investments in the property catastrophe reinsurance space. Talbot is a specialty insurance segment operating within the Lloyd’s insurance market through Syndicate 1183. Western World is a specialty excess and surplus lines insurance segment operating within the United States commercial market. Validus Re operates primarily through approximately two reinsurance companies, including Validus Reinsurance, Ltd. and Validus Reinsurance (Switzerland) Ltd. (Validus Re Swiss). The AlphaCat segment operates through AlphaCat Managers, Ltd. that leverages the Company’s underwriting and analytical expertise for third party investors. VALIDUS HOLDINGS, LTD. (NYSE:VR) Recent Trading Information
VALIDUS HOLDINGS, LTD. (NYSE:VR) closed its last trading session down -0.09 at 53.84 with 362,910 shares trading hands.
