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): November 28, 2011
MAIDEN HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
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001-34042
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98-0570192
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(State or other jurisdiction
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(Commission File
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(IRS Employer
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of incorporation)
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Number)
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Identification No.)
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131 Front Street, Hamilton HM12, 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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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In our proxy statement and notice of annual meeting filed with the Securities and Exchange Commission on March 31, 2011, we stated that our Board of Directors unanimously recommended that our shareholders vote to hold an advisory vote to approve executive compensation every three years. In our Report on Form 10-Q filed on May 10, 2011, we reported that on May 4, 2011, at our Annual General Meeting of Shareholders, in accordance with the recommendation of our Board of Directors, the largest number of shareholders voted, on an advisory non-binding basis, to hold an advisory vote to approve executive compensation every three years. In light of such vote, our Board of Directors determined that the Company will include an advisory shareholder vote on executive compensation in its proxy materials every three years, at least until the next required advisory shareholder vote on the frequency of shareholder votes on the compensation of executives.
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Item 7.01
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Regulation FD Disclosure.
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On Tuesday, November 29, 2011, Arturo M. Raschbaum, President and Chief Executive Officer of Maiden Holdings, Ltd. (the “Company”), and John M. Marshaleck, Chief Financial Officer of the Company, will speak at the 2011 Fall Investor Conference in New York. A copy of the presentation is furnished as Exhibit 99.1 to this report.
The information under this Item 7.01 and the Investor Presentation attached to this Form 8-K as Exhibit 99.1 shall be deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Cautionary Statement Regarding Forward-Looking Statements
Any forward-looking statements made in the presentation in Exhibit 99.1 reflect our current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, which may cause actual results to differ materially from those set forth in these statements. For example, our forward-looking statements could be affected by pricing and policy term trends; increased competition; the impact of acts of terrorism and acts of war; greater frequency or severity of unpredictable catastrophic events; negative rating agency actions; the adequacy of our loss reserves; the Company or its subsidiaries becoming subject to significant income taxes in the United States or elsewhere; changes in regulations or tax laws; changes in the availability, cost or quality of reinsurance or retrocessional coverage; adverse general economic conditions; and judicial, legislative, political and other governmental developments, as well as management’s response to these factors, and other factors identified in our filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We are under no obligation (and expressly disclaim any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
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No.
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Description
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99.1
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Slides from presentation by management.
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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.
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Date: November 28, 2011
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MAIDEN HOLDINGS, LTD.
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By:
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/s/ Lawrence F. Metz
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Lawrence F. Metz
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Senior Vice President, General Counsel and Secretary
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