2015 AGM Results
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, 2015
XL GROUP
Public Limited Company
(Exact name of registrant as specified in its charter)
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Ireland | 1-10804 | 98-0665416 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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XL House, 8 St. Stephen's Green, Dublin, Ireland | 2 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: +353 (1) 400-5500
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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 (see General Instruction A.2. below):
¨ 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 5.07. Submission of Matters to a Vote of Security Holders.
The Annual General Meeting of holders of XL Group plc’s (the “Company's”) ordinary shares was held on May 8, 2015. Voting results for each matter voted upon are as follows:
1. The election of eight Directors to hold office until 2016:
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| Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
Ramani Ayer | 209,322,492 |
| 2,311,190 |
| 316,816 |
| 13,682,819 |
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Dale Comey | 210,106,672 |
| 1,624,015 |
| 219,811 |
| 13,682,819 |
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Robert Glauber | 211,267,809 |
| 463,401 |
| 219,288 |
| 13,682,819 |
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Edward Kelly, III | 211,338,971 |
| 391,714 |
| 219,813 |
| 13,682,819 |
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Suzanne Labarge | 211,377,717 |
| 353,485 |
| 219,296 |
| 13,682,819 |
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Michael McGavick | 211,386,676 |
| 346,779 |
| 217,043 |
| 13,682,819 |
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Anne Stevens | 210,493,920 |
| 1,237,560 |
| 219,018 |
| 13,682,819 |
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John Vereker | 211,352,806 |
| 377,632 |
| 220,060 |
| 13,682,819 |
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2. The appointment of PricewaterhouseCoopers LLP to act as the registered independent public accounting firm for the Company for the year ending December 31, 2015, and the authorization of the Audit Committee of our Board of Directors to fix the remuneration of PricewaterhouseCoopers LLP:
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| | | | | | | |
| Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
| 223,152,715 |
| 2,265,100 |
| 215,502 |
| 0 |
3. The non-binding, advisory vote on the Company’s executive compensation:
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| | | | | | | | |
| Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
| 188,997,402 |
| 22,500,922 |
| 452,174 |
| 13,682,819 |
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4. Renewal of the Board of Directors' authority to issue shares, warrants, convertible instruments and options under Irish law:
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| Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
| 221,504,252 |
| 3,879,173 |
| 249,892 |
| 0 |
5. Renewal of the Board of Directors' authority to issue shares for cash without first offering shares to existing shareholders under Irish law:
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| Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
| 210,297,996 |
| 1,442,542 |
| 209,960 |
| 13,682,819 |
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6. The amendment and restatement of the Directors Stock & Option Plan to increase the number of shares available for issuance under the Plan:
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| Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
| 201,960,646 |
| 9,757,727 |
| 232,125 |
| 13,682,819 |
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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 hereunto duly authorized.
Date: May 12, 2015
XL Group plc
(Registrant)
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Title: | General Counsel and Secretary |