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):
August 4, 2020 (August 4, 2020)
 
MAIDEN HOLDINGS, LTD.
 (Exact name of registrant as specified in its charter)
 
Bermuda
 
001-34042
 
98-0570192

(State or other jurisdiction
of incorporation)
 

(Commission File
Number)
 

(IRS Employer
Identification No.)
94 Pitts Bay Road, Pembroke HM08, Bermuda  

(Address of principal executive offices and zip code) 

(441) 298-4900
(Registrant's telephone number, including area code) 

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))
 
 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading symbol(s)
 
Name of Each Exchange on Which Registered
Common Shares, par value $0.01 per share
 
MHLD
 
NASDAQ Capital Market
Series A Preference Shares, par value $0.01 per share
 
MH.PA
 
New York Stock Exchange
Series C Preference Shares, par value $0.01 per share
 
MH.PC
 
New York Stock Exchange
Series D Preference Shares, par value $0.01 per share
 
MH.PD
 
New York Stock Exchange






Item 5.07
Submission of Matters to a Vote of Security Holders

(a) The 2020 Annual General Meeting of Shareholders of the Company was held on August 4, 2020.

(b) Matters voted on at the meeting by holders of Common Shares of the Company and the number of votes cast:
1. To elect nine directors to the Board of Directors of Maiden Holdings, Ltd. to serve until the 2021 Annual General Meeting of Shareholders or until their successors have been duly elected or appointed and qualified:
Name
 
Votes For
 
Withheld
 
Broker Non-Vote
Barry D. Zyskind
 
47,446,722

 
682,550

 
25,559,614

Holly L. Blanchard
 
47,745,870

 
383,402

 
25,559,614

Patrick J. Haveron
 
47,605,801

 
523,471

 
25,559,614

Simcha G. Lyons
 
47,594,038

 
535,234

 
25,559,614

Lawrence F. Metz
 
47,714,282

 
414,990

 
25,559,614

Raymond M. Neff
 
47,641,771

 
487,501

 
25,559,614

Yehuda L. Neuberger
 
47,649,288

 
479,984

 
25,559,614

Steven H. Nigro
 
47,628,684

 
500,588

 
25,559,614

Keith A. Thomas
 
47,741,419

 
387,853

 
25,559,614


2. To vote on a non-binding advisory resolution to approve the compensation of certain of our executive officers:
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Vote
47,327,106

 
758,334

 
43,830

 
25,559,616


3. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year:
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Vote
73,621,911

 
32,508

 
34,467

 


Matters voted on at the meeting by holders of Preference Shares of the Company:
The tabulated votes of the Preference Shareholders totaled fewer than a majority of the Preference Shares of the Company and thus failed to achieve a quorum. Due to failing to achieve a quorum, the votes of holders of Preference Shares of the Company required to elect Paul S. Giordano and Claude LeBlanc as directors of the Company was not achieved; and, as such, the two persons nominated have not been duly elected as directors of the Company.






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:
August 4, 2020
MAIDEN HOLDINGS, LTD.
 
 
 
    
 
 
 
 
  By:
/s/ Denis M. Butkovic
 
 
 
Denis M. Butkovic
 
 
 
Senior Vice President, General Counsel and Secretary