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): June 6, 2024
Enstar Group Limited
(Exact name of registrant as specified in its charter)
| Bermuda | N/A | |||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (441 ) 292-3645
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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | |||||||||
| LLC | |||||||||||
| LLC | |||||||||||
| Perpetual Non-Cumulative Preferred Share, Series D, Par Value $1.00 Per Share | |||||||||||
| LLC | |||||||||||
| in a 7.00% Perpetual Non-Cumulative Preferred Share, Series E, Par Value $1.00 Per Share | |||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
Enstar Group Limited (the "Company") held its Annual General Meeting of Shareholders (the "Annual Meeting") on June 6, 2024. At the Annual Meeting, the Company's shareholders voted on the following three proposals and cast their votes as described below.
Proposal No. 1: Election of twelve directors. The individuals listed below were elected to serve a term expiring at the annual general meeting of shareholders in 2025. There were a total of 725,692 broker non-votes with respect to each nominee.
| Director | For | Against | Abstain | |||||||||||||||||
| Robert J. Campbell | 11,158,854 | 1,252,099 | 3,237 | |||||||||||||||||
| B. Frederick Becker | 10,684,982 | 1,712,811 | 16,397 | |||||||||||||||||
| Sharon A. Beesley | 12,307,010 | 103,943 | 3,237 | |||||||||||||||||
| James D. Carey | 12,372,333 | 25,470 | 16,387 | |||||||||||||||||
| Susan L. Cross | 12,389,852 | 21,102 | 3,236 | |||||||||||||||||
| Hans-Peter Gerhardt | 11,299,793 | 1,111,160 | 3,237 | |||||||||||||||||
| Orla Gregory | 12,353,389 | 57,573 | 3,228 | |||||||||||||||||
| Myron Hendry | 12,274,112 | 136,820 | 3,258 | |||||||||||||||||
| Paul J. O'Shea | 12,371,767 | 26,044 | 16,379 | |||||||||||||||||
| Hitesh Patel | 12,298,201 | 112,502 | 3,487 | |||||||||||||||||
| Dominic Silvester | 12,372,018 | 38,794 | 3,378 | |||||||||||||||||
| Poul A. Winslow | 11,305,205 | 1,092,476 | 16,509 | |||||||||||||||||
Proposal No. 2: Advisory vote to approve executive compensation. This proposal was approved. There were a total of 725,692 broker non-votes on this proposal.
| For | Against | Abstain | ||||||||||||
| 8,278,312 | 4,115,703 | 20,175 | ||||||||||||
Proposal No. 3: Ratification of the selection of PricewaterhouseCoopers LLP to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and authorization of the Board of Directors, acting through the Audit Committee, to approve the fees for the independent registered public accounting firm. This proposal was approved. There were no broker non-votes on this proposal.
| For | Against | Abstain | ||||||||||||
| 13,114,358 | 6,382 | 19,142 | ||||||||||||
1
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.
| ENSTAR GROUP LIMITED | |||||||||||
| June 6, 2024 | By: | /s/ Audrey B. Taranto | |||||||||
| Audrey B. Taranto | |||||||||||
| General Counsel and Corporate Secretary | |||||||||||