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EX-10.1 - EXHIBIT 10.1 - ENDURANCE SPECIALTY HOLDINGS LTD | c17305exv10w1.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 16, 2011
Endurance Specialty Holdings
Ltd.
(Exact name of registrant as
specified in its charter)
Bermuda | 1-31599 | 98-032908 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Wellesley House, 90 Pitts Bay
Road, Pembroke HM 08, Bermuda |
||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (441) 278-0440
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2011 Annual General Meeting of Shareholders of Endurance Specialty Holdings Ltd. (the “Company”) was held on May 11, 2011. Proxies with regard to the matters voted upon at the Annual General Meeting were solicited under Regulation 14A of the Securities Exchange Act of 1934, as amended. Set forth below is a brief description of each matter voted upon at the Annual General Meeting and the results of voting on each such matter after giving effect to the voting limitations set forth in the Company’s Amended and Restated Bye-Laws.
Proposal No. 1 — Election of Directors
Election of one Class II director and four Class III directors to the Board of Directors of Endurance Specialty Holdings Ltd.
Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
William H. Bolinder
|
33,418,644 | 190,800 | 1,603,068 | |||||||||
Susan Fleming Cabrera
|
33,415,660 | 193,784 | 1,603,068 | |||||||||
Scott D. Moore
|
33,412,105 | 197,339 | 1,603,068 | |||||||||
Brendan R.
O’Neill
|
33,421,292 | 188,152 | 1,603,068 | |||||||||
Robert A. Spass
|
30,995,046 | 2,614,398 | 1,603,068 |
Election of a slate of director designees to the Board of Directors of Endurance Specialty Insurance Ltd.
Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
David S. Cash
|
33,416,958 | 192,486 | 1,603,068 | |||||||||
John V. Del Col
|
33,430,509 | 178,935 | 1,603,068 | |||||||||
William M. Jewett
|
33,430,442 | 179,002 | 1,603,068 |
Election of a slate of director designees to the Board of Directors of Endurance Worldwide Holdings Limited.
Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Alan Barlow
|
33,425,269 | 184,175 | 1,603,068 | |||||||||
William H. Bolinder
|
33,436,058 | 173,386 | 1,603,068 | |||||||||
David S. Cash
|
33,436,058 | 173,386 | 1,603,068 | |||||||||
Simon Minshall
|
33,434,674 | 174,770 | 1,603,068 | |||||||||
Brendan R.
O’Neill
|
33,415,580 | 193,864 | 1,603,068 |
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Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Alan Barlow |
33,436,058 | 173,386 | 1,603,068 | |||||||||
William H. Bolinder |
33,436,058 | 173,386 | 1,603,068 | |||||||||
David S. Cash |
33,436,058 | 173,386 | 1,603,068 | |||||||||
Simon Minshall |
33,426,303 | 183,141 | 1,603,068 | |||||||||
Brendan R. ONeill |
33,436,058 | 173,386 | 1,603,068 |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
35,035,848
|
162,622 | 14,042 | 0 |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
31,198,994 | 1,391,778 | 1,018,672 | 1,603,068 |
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
27,500,002 | 83,353 | 5,245,611 | 780,479 | 1,603,068 |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
20,652,496 | 12,082,640 | 874,308 | 1,603,068 |
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Proposal No. 6 — Amendment of the Company’s Employee Share Purchase Plan.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
32,504,614 | 230,921 | 873,909 | 1,603,068 |
Proposal No. 7 — Decrease the size of the Company’s Board of Directors from 15 to 14 members.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
35,158,835 | 28,755 | 24,922 | 0 |
Item 8.01. Other Events.
On May 11, 2011, the Board of Directors of the Company approved the Fourth Amendment (the “Amendment”) to the Company’s 2007 Equity Incentive Plan (the “Plan”), to state that the number of Share Bonuses and any other Incentive Awards granted under the Plan that have no vesting requirements be limited to 5% of the total number of Ordinary Shares authorized for issuance under the Plan. Pursuant to Section 19 of the Plan and the rules of the New York Stock Exchange, the Amendment does not require the approval of the Company’s shareholders.
The foregoing summary of the terms of the Amendment do not purport to be complete and are qualified in their entirety by reference to the Amendment attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 | Fourth Amendment to 2007 Equity Incentive Plan |
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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 thereunto duly authorized.
Dated: May 16, 2011
By: /s/ John V.
Del Col
Name: John V. Del Col
Title: General Counsel &
Secretary
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EXHIBIT INDEX
Exhibit No.
|
Description | |
|
||
10.1
|
Fourth Amendment to 2007 Equity Incentive Plan |
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