Document



 
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 19, 2017
XL GROUP LTD
(Exact name of registrant as specified in its charter)

Bermuda
 
1-10804
 
98-1304974
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

O'Hara House, One Bermudiana Road, Hamilton, Bermuda
 
HM 08
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code:  (441) 292-8515
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 Ltd's (the “Company's”) common shares was held on May 19, 2017. Voting results as determined in accordance with the Company's bye-laws for each matter voted upon are as follows:
1. The election of eleven Directors to hold office until 2018:

 
Votes in Favor

Votes Against

Abstentions

Broker Non-Votes

Ramani Ayer
228,914,390

6,439,412

167,619

7,308,325

Dale Comey
231,770,291

3,592,384

158,746

7,308,325

Claus-Michael Dill
235,061,750

293,421

166,250

7,308,325

Robert Glauber
233,581,112

1,784,257

156,052

7,308,325

Edward Kelly, III
229,378,611

5,978,499

164,311

7,308,325

Joseph Mauriello
233,532,357

1,830,303

158,761

7,308,325

Michael McGavick
234,817,485

548,157

155,779

7,308,325

Eugene McQuade
228,510,647

6,845,580

165,194

7,308,325

Clayton Rose
229,613,006

5,740,948

167,467

7,308,325

Anne Stevens
229,214,778

6,138,599

168,044

7,308,325

John Vereker
234,692,209

659,645

169,567

7,308,325


2. The advisory vote on the compensation of the Company's named executive officers:

 
Votes in Favor

Votes Against

Abstentions

Broker Non-Votes

 
160,737,653

74,514,209

269,559

7,308,325

    
3. The advisory vote on the frequency of future executive compensation votes:

One Year

Two Years

Three Years

Abstentions

Broker Non-Votes

228,656,725

153,307

6,568,223

143,166

7,308,325


4. The appointment of PricewaterhouseCoopers LLP to act as the registered independent public accounting firm for the Company for the year ending December 31, 2017, and the authorization of the Audit Committee of our Board of Directors to determine the compensation of PricewaterhouseCoopers LLP:

 
Votes in Favor

Votes Against

Abstentions

Broker Non-Votes
 
240,496,323

2,181,230

152,193

0

Based upon the voting results of matter 3. above, the Company has determined that the advisory vote on executive compensation will occur on an annual basis until the next required advisory vote on the frequency of shareholder votes on executive compensation.







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 23, 2017
XL Group Ltd
(Registrant)

By:
/s/ Kirstin Gould         
Name:
Kirstin Gould    
Title:
General Counsel and Secretary