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EX-99.2 - INVESTOR FINANCIAL SUPPLEMENT - ALTERRA CAPITAL HOLDINGS Ltddex992.htm
EX-99.1 - NEWS RELEASE OF ALTERRA CAPITAL HOLDINGS LIMITED - ALTERRA CAPITAL HOLDINGS Ltddex991.htm
EX-99.3 - NEWS RELEASE OF ALTERRA CAPITAL HOLDINGS LIMITED - ALTERRA CAPITAL HOLDINGS Ltddex993.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 2, 2011

 

 

Alterra Capital Holdings Limited

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda   000-33047   98-0584464

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

Alterra House, 2 Front Street,

Hamilton, Bermuda

  HM 11
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (441) 295-8800

Not Applicable

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On May 3, 2011, the Registrant issued a news release announcing financial results for the three months ended March 31, 2011. In addition, on the same date, the Alterra Capital Holdings Limited Investor Financial Supplement for the quarter ended March 31, 2011 was made available on the Registrant’s website.

A copy of the news release and financial supplement are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are 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 and Exhibit 99.2) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

Annual General Meeting of Shareholders. Alterra Capital held its Annual General Meeting of Shareholders on May 2, 2011. For more information on the following proposals, see Alterra Capital’s proxy statement filed with the SEC on March 22, 2011.

(1) The shareholders elected four Class 2 directors of Alterra Capital:

 

DIRECTOR

   FOR    AGAINST    ABSTAIN

Willis T. King, Jr.

   84,437,732    1,025,775    173

James H. MacNaughton

   85,115,643    340,023    8,014

Stephan F. Newhouse

   85,061,083    394,583    8,014

Andrew H. Rush

   79,189,037    6,266,630    8,014

The terms of directors W. Marston Becker, John R. Berger, James D. Carey, K. Bruce Connell, W. Thomas Forrester, Meryl D. Hartzband, Michael O’Reilly, Mario P. Torsiello and James L. Zech continued after the meeting.

(2) The shareholders ratified the appointment of KPMG, Hamilton, Bermuda as Alterra Capital’s independent auditors for 2011:

 

FOR    AGAINST    ABSTAIN
68,882,203    24,731,097    9,158

(3) The shareholders approved the Amended and Restated Bye-Laws of Alterra Capital:

 

FOR    AGAINST    ABSTAIN
93,631,633    2,747    43,375

(4) The shareholders authorized the approval of the Amended and Restated Bye-Laws of various subsidiaries of Alterra Capital:

 

SUBSIDIARY

   FOR    AGAINST    ABSTAIN

Alterra Bermuda Limited

   93,630,120    2,849    44,785

Alterra Agency Limited

   93,635,127    3,148    39,479

Alterra Holdings Limited

   93,630,120    2,849    44,785

New Point III Limited

   93,629,840    2,850    45,064

New Point Re III Limited

   93,629,544    3,147    45,064

(5) The shareholders authorized the election of five directors to the board of Alterra Bermuda Limited to serve until Alterra Bermuda’s annual general meeting of shareholders in 2014:

 

DIRECTOR

   FOR    AGAINST    ABSTAIN

W. Marston Becker

   85,309,710    150,225    3,745

John R. Berger

   85,317,268    145,752    660

D. Andrew Cook

   85,349,726    113,271    684

Peter A. Minton

   85,050,730    412,266    684

Joseph W. Roberts

   85,341,885    121,111    684


(6) The shareholders authorized the election of two directors to the board of Alterra Agency Limited to serve until Alterra Agency Limited’s annual general meeting of shareholders in 2013:

 

DIRECTOR

   FOR    AGAINST    ABSTAIN

Peter A. Minton

   85,050,635    412,266    778

Joseph W. Roberts

   85,309,615    153,286    778

(7) The shareholders authorized the election of two directors to the board New Point III Limited to serve until New Point III Limited’s annual general meeting of shareholders in 2013:

 

DIRECTOR

   FOR    AGAINST    ABSTAIN

Peter A. Minton

   85,082,670    380,232    778

Joseph W. Roberts

   85,341,752    121,150    778

(8) The shareholders authorized the election of two directors to the board of New Point Re III Limited to serve until New Point Re III Limited’s annual general meeting of shareholders in 2013:

 

DIRECTOR

   FOR    AGAINST    ABSTAIN

Peter A. Minton

   85,050,737    412,164    778

Joseph W. Roberts

   85,309,685    153,217    778

(9) The shareholders approved the following non-binding resolution pertaining to Alterra Capital’s executive compensation:

Resolved, that the compensation paid to Alterra Capital’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby approved.

 

FOR    AGAINST    ABSTAIN
78,130,578    7,207,969    125,133

(10) The shareholders approved the following non-binding resolution pertaining to the frequency of the non-binding shareholder vote on Alterra Capital’s executive compensation:

Resolved, that the preferred frequency with which Alterra Capital will hold a shareholder advisory vote to approve the compensation of Alterra Capital’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K shall be the option of once every year, two years or three years that receives the highest number of votes cast for this resolution.

 

1-YEAR    2-YEARS    3-YEARS    ABSTAIN
81,715,226    17,809    3,591,610    138,836

In light of the vote on proposal number 10 and the recommendation of the Board of Directors, the Company has decided that it will include a shareholder advisory vote on named executive officer compensation in its proxy materials every year until the next required vote on the frequency of shareholder votes on named executive officer compensation.

 

Item 8.01 Other Events.

On May 3, 2011, the Registrant issued a news release announcing the declaration by the Board of Directors of a dividend of $0.12 per share. The news release is attached hereto as Exhibit 99.3 and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

99.1    News Release of Alterra Capital Holdings Limited, dated May 3, 2011, announcing financial results.
99.2    Investor Financial Supplement for the quarter ended March 31, 2011.
99.3    News Release of Alterra Capital Holdings Limited, dated May 3, 2011, announcing a dividend declaration.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Alterra Capital Holdings Limited
May 3, 2011   By:  

/S/    PETER A. MINTON

  Name:   Peter A. Minton
  Title:   Executive Vice President and Chief Operating Officer


Exhibit Index

 

99.1    News Release of Alterra Capital Holdings Limited, dated May 3, 2011, announcing financial results.
99.2    Investor Financial Supplement for the quarter ended March 31, 2011.
99.3    News Release of Alterra Capital Holdings Limited, dated May 3, 2011, announcing a dividend declaration.