Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - ENDURANCE SPECIALTY HOLDINGS LTD | d535636dex31.htm |
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
May 9, 2013
Date of Report (Date of earliest event reported)
Endurance Specialty Holdings Ltd.
(Exact name of registrant as specified in its charter)
| Bermuda | 1-31599 | 98-0392908 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Wellesley House, 90 Pitts Bay Road, Pembroke HM 08, Bermuda
(Address of principal executive offices, including zip code)
(441) 278-0440
(Registrant’s telephone number, including area code)
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 5.05. | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics |
On May 8, 2013, the Board of Directors of Endurance Specialty Holdings Ltd. (the “Company”) voted unanimously to adopt a revision to the Company’s Code of Business Conduct and Ethics. The revision provides the Chief Executive Officer, Global Insurance and the Chief Executive Officer, Global Reinsurance with the authority to approve corporate gifts to third parties and corporate hospitality events in excess of specified thresholds.
A copy of the revised Code of Business Conduct and Ethics is available on the Company’s website at www.endurance.bm.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2013 Annual General Meeting of Shareholders of the Company was held on May 8, 2013. 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.
Proposal No. 1 — Election of Directors
Election of four Class II directors to the Board of Directors of Endurance Specialty Holdings Ltd.
| Name |
Votes For | Votes Withheld | Broker Non-Votes |
|||||||||
| John T. Baily |
37,972,388 | 163,975 | 1,780,706 | |||||||||
| Norman Barham |
38,044,252 | 92,111 | 1,780,706 | |||||||||
| Galen R. Barnes |
38,047,365 | 88,998 | 1,780,706 | |||||||||
| Scott D. Moore |
38,047,502 | 88,861 | 1,780,706 | |||||||||
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 |
|||||||||
| William H. Bolinder |
37,974,370 | 161,993 | 1,780,706 | |||||||||
| David Cash |
37,969,617 | 166,746 | 1,780,706 | |||||||||
| John V. Del Col |
38,045,797 | 90,566 | 1,780,706 | |||||||||
Election of a slate of director designees to the Board of Directors of Endurance Worldwide Holdings Limited.
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| Name |
Votes For | Votes Withheld | Broker Non-Votes |
|||||||||
| Alan Barlow |
38,063,329 | 73,034 | 1,780,706 | |||||||||
| William H. Bolinder |
37,974,662 | 161,701 | 1,780,706 | |||||||||
| David Cash |
37,969,723 | 166,640 | 1,780,706 | |||||||||
| Simon Minshall |
37,988,676 | 147,687 | 1,780,706 | |||||||||
| Brendan R. O’Neill |
37,989,798 | 146,565 | 1,780,706 | |||||||||
Election of a slate of director designees to the Board of Directors of Endurance Worldwide Insurance Limited.
| Name |
Votes For | Votes Withheld | Broker Non-Votes |
|||||||||
| Alan Barlow |
38,063,215 | 73,148 | 1,780,706 | |||||||||
| William H. Bolinder |
37,973,870 | 162,493 | 1,780,706 | |||||||||
| David S. Cash |
37,969,117 | 167,246 | 1,780,706 | |||||||||
| Simon Minshall |
37,987,869 | 148,494 | 1,780,706 | |||||||||
| Brendan R. O’Neill |
37,997,293 | 139,070 | 1,780,706 | |||||||||
Proposal No. 2 — Appointment of Ernst & Young as the Company’s independent registered public accounting firm for the year ending December 31, 2013 and the authorization of the Board of Directors, acting through the Audit Committee, to set the fees for the independent auditors.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||
| 39,577,323 | 227,142 | 112,604 | 0 | |||||||||||
Proposal No. 3 — Non-binding advisory vote on the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||
| 37,666,116 | 424,739 | 45,508 | 1,780,706 | |||||||||||
Proposal No. 4 — Amendment of the Company’s Amended and Restated Bye-laws.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||
| 37,981,756 | 36,337 | 118,270 | 1,780,706 | |||||||||||
A copy of the Company’s Amended and Restated Bye-Laws, as approved by the Company’s shareholders, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits
| (c) | Exhibits |
The following exhibit is filed as part of this report:
| Exhibit |
Description | |
| 3.1 | Amended and Restated Bye-Laws, dated as of May 8, 2013 | |
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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 9, 2013
| By: | /s/ John V. Del Col | |
| Name: | John V. Del Col | |
| Title: | General Counsel & Secretary |
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EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 | Amended and Restated Bye-Laws, dated as of May 8, 2013 | |
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