Attached files
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 8, 2012
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 9, 2012, the Registrant issued a news release announcing financial results for the three months ended March 31, 2012. In addition, on the same date, the Alterra Capital Holdings Limited Investor Financial Supplement for the quarter ended March 31, 2012 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 8, 2012. For more information on the following proposals, see Alterra Capital’s proxy statement filed with the SEC on March 26, 2012.
(1) The shareholders elected twelve directors of Alterra Capital:
| DIRECTOR |
FOR | AGAINST | ABSTAIN | |||||||||
| W. Marston Becker |
70,879,077 | 67,379 | 19,594 | |||||||||
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| James D. Carey |
67,204,648 | 3,740,722 | 20,679 | |||||||||
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| K. Bruce Connell |
67,222,131 | 3,723,239 | 20,679 | |||||||||
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| W. Thomas Forrester |
67,232,172 | 3,713,198 | 20,679 | |||||||||
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| Meryl D. Hartzband |
70,792,121 | 153,150 | 20,679 | |||||||||
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| Willis T. King, Jr. |
66,641,356 | 4,304,014 | 20,679 | |||||||||
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| James H. MacNaughton |
70,901,910 | 43,461 | 20,679 | |||||||||
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| Stephan F. Newhouse |
67,324,712 | 3,620,658 | 20,679 | |||||||||
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| Michael O’Reilly |
70,912,701 | 32,670 | 20,679 | |||||||||
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| Andrew H. Rush |
67,222,406 | 3,722,964 | 20,679 | |||||||||
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| Mario P. Torsiello |
66,091,831 | 4,853,539 | 20,679 | |||||||||
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| James L. Zech |
66,575,931 | 4,372,830 | 17,289 | |||||||||
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(2) The shareholders ratified the appointment of KPMG, Hamilton, Bermuda as Alterra Capital’s independent auditors for 2012:
| FOR | AGAINST | ABSTAIN | ||||||||
| 74,114,910 | 4,229,879 | 344,695 | ||||||||
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(3) 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 | ||||||||
| 65,418,291 | 5,437,334 | 110,424 | ||||||||
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(4) The shareholders approved an amendment to the Alterra Capital 2008 Employee Stock Purchase Plans to increase the number of common shares available for issuance by 500,000 shares, from 300,000 to 800,000.
| FOR | AGAINST | ABSTAIN | ||||||||
| 70,600,780 | 223,743 | 93,165 | ||||||||
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| Item 8.01 | Other Events. |
On May 9, 2012, the Registrant issued a news release announcing the declaration by the Board of Directors of a dividend of $0.14 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
| 4.1 | Alterra Capital Holdings Limited Employee Stock Purchase Plan for Non-U.S. Taxpayers. | |
| 4.2 | Alterra Capital Holdings Limited Employee Stock Purchase Plan for U.S. Taxpayers. | |
| 99.1 | News Release of Alterra Capital Holdings Limited, dated May 9, 2012, announcing financial results. | |
| 99.2 | Investor Financial Supplement for the quarter ended March 31, 2012. | |
| 99.3 | News Release of Alterra Capital Holdings Limited, dated May 9, 2012, 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 9, 2012 | By: | /S/ PETER A. MINTON | ||||
| Name: | Peter A. Minton | |||||
| Title: | Executive Vice President and Chief Operating Officer | |||||
Exhibit Index
| 4.1 | Alterra Capital Holdings Limited Employee Stock Purchase Plan for Non-U.S. Taxpayers. | |
| 4.2 | Alterra Capital Holdings Limited Employee Stock Purchase Plan for U.S. Taxpayers. | |
| 99.1 | News Release of Alterra Capital Holdings Limited, dated May 9, 2012, announcing financial results. | |
| 99.2 | Investor Financial Supplement for the quarter ended March 31, 2012. | |
| 99.3 | News Release of Alterra Capital Holdings Limited, dated May 9, 2012, announcing a dividend declaration. | |