form8k.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 14, 2010
 
Flagstone Reinsurance Holdings, S.A.
(Exact name of registrant as specified in its charter)
 
Luxembourg
      
98-0481623
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
 
 
37 Val St André
L-1128
Luxembourg, Grand Duchy of Luxembourg
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:  +352 273 515 30
 
(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):
 
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
 
On May 14, 2010, Flagstone Reinsurance Holdings Limited, the predecessor to Flagstone Reinsurance Holdings, S.A. (the “Company”), held its 2010 Annual General Meeting of Shareholders.  A quorum was present as required under the Company’s bye-laws as then in effect, and the proposals described in Amendment No. 2 to the Company’s registration statement on Form S-4 filed with the Securities and Exchange Commission on April 9, 2010, were approved, including the election of David Brown, Stephen Coley, Dr. Anthony Knap, Ph.D, and Peter F. Watson as directors, the approval of the change of the Company’s jurisdiction of incorporation from Bermuda to Luxembourg (the “Redomestication”), certain changes to the Company’s organizational documents to facilitate the Redomestication and a number of organizational matters required under Luxembourg law. The final results of the proposals are as follows:
 
1. The election of four (4) Class C directors to hold office until the Company’s 2013 Annual General Meeting of Shareholders or until their respective successors have been duly elected or appointed:
 
Nominees
For
Abstain
Broker Non-Vote
       
David Brown
57,395,894
76,557
2,294,843
       
Stephen Coley
55,652,326
1,820,125
2,294,843
       
Dr. Anthony Knap, Ph.D
55,048,991
2,423,460
2,294,843
       
Peter F. Watson
57,382,074
90,377
2,294,843

2. To approve the appointment of Deloitte & Touche to serve as the Company’s independent auditor for fiscal year 2010 and until the Company’s 2011 Annual General Meeting of Shareholders and to refer the determination of the auditor’s remuneration to the Company’s Board of Directors:
 
For
Against
Abstain
Broker Non-Vote
       
   59,673,198
84,061
10,035
0

3. To approve amendments to the Performance Share Unit Plan of the Company:
 
For
Against
Abstain
Broker Non-Vote
       
   56,205,652
947,273
319,526
2,294,843

4-5. To approve the Redomestication and the change of the Company’s corporate name to Flagstone Reinsurance Holdings, S.A.:
 
For
Against
Abstain
Broker Non-Vote
       
   57,009,218
452,358
10,875
2,294,843
 

 
 
 
 
 
 
6. To approve the Company’s corporate purpose:
 
For
Against
Abstain
Broker Non-Vote
       
   57,008,218
452,358
11,875
2,294,843

7-9. To approve the fixing of the Company’s registered office in Luxembourg, the Company’s Luxembourg articles of incorporation and the Company’s issued share capital:
 
For
Against
Abstain
Broker Non-Vote
       
   57,009,218
452,358
10,875
2,294,843

10. To approve the Company’s authorized share capital:
 
For
Against
Abstain
Broker Non-Vote
       
   56,993,918
467,658
10,875
2,294,843

11. To waive any preferential or pre-emptive subscription rights under Luxembourg Law:
 
For
Against
Abstain
Broker Non-Vote
       
   51,041,261
6,420,315
10,875
2,294,843

12-13. To allow the Company and its subsidiaries to acquire and own shares of the Company, and to approve the Company’s fiscal year:
 
For
Against
Abstain
Broker Non-Vote
       
   57,009,218
452,358
10,875
2,294,843
 
14. To approve the date and time for the Company’s future Annual General Meetings of Shareholders:
 
For
Against
Abstain
Broker Non-Vote
       
   57,009,268
452,308
10,875
2,294,843

 
 
 
 
 
15. To confirm the appointment of the Company’s directors:
 
For
Against
Abstain
Broker Non-Vote
       
   56,997,758
460,818
13,875
2,294,843

16. To confirm the Company’s independent auditor:
 
For
Against
Abstain
Broker Non-Vote
       
   56,999,818
458,758
13,875
2,294,843

17. To confirm the Company’s statutory auditor:
 
For
Against
Abstain
Broker Non-Vote
       
   56,999,318
459,258
13,875
2,294,843

18. To acknowledge the independent auditor’s report for the Company:
 
For
Against
Abstain
Broker Non-Vote
       
   54,767,733
450,358
2,254,360
2,294,843

19. If there are insufficient votes to approve the Redomestication, to approve the adjournment of the meeting:
 
For
Against
Abstain
Broker Non-Vote
       
   58,179,151
1,568,138
20,005
0
 
 
 
 
 

 
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.
 
 
FLAGSTONE REINSURANCE HOLDINGS, S.A.
   
     
 
By:
/s/ William F. Fawcett
   
Name: William F. Fawcett
   
Title:    General Counsel
Date: May 20, 2010