Maiden Holdings Ltd
For the period ended Mar 31, 2024. Filed May 9, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 9, 2024
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Item 5. Other Information
Executive Ownership and Sales
From time to time, some of the Company’s directors and executives may determine that it is advisable to diversify their investments for personal financial planning reasons, or may seek liquidity for other reasons, and may sell common shares of the Company in the open market, in private transactions or to the Company. To effect such sales, some of the Company’s directors and executives have previously entered into, and may in the future enter into, trading plans designed to comply with the Company’s Insider Trading and Outside Investments Policy and the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934. The trading plans will not reduce any of the executives’ ownership of the Company’s shares below the applicable executive stock ownership guidelines. The Company does not undertake any obligation to report Rule 10b5-1 plans that may beadopted by any employee or director of the Company in the future, or to report any modifications ortermination of any publicly announced plan.
Insider Trading Arrangements and Policies
The Company has adopted a Rule 10b5-1(c)(1) trading arrangement as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended. On March 20, 2024, an amendment was made to the agreement initially signed on September 29, 2023 between Maiden Holdings and a financial intermediary authorizing the intermediary to purchase common shares from October 30, 2023 until the close of business on September 29, 2024, subject to certain conditions set forth in the agreement. No changes to the applicable trading period under the initial agreement were made in the amendment.
Submission of Matters to a Vote of Security Holders
(a) The 2024 Annual General Meeting of Shareholders of the Company was held on May 6, 2024.
(b) Matters voted on at the meeting and the number of votes cast: 127,396,152 common shares were voted at the Annual General Meeting. Per the bye-laws of the Company in which the voting power is adjusted to the extent necessary so that there is no 9.5% voter, 29,260,574 common shares held by Maiden Reinsurance Ltd. were restricted from voting.
- To elect nine directors to the Board of Directors of Maiden Holdings, Ltd. to serve until the 2025 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 | 54,109,815 | 3,233,885 | 40,791,878 |
| Holly L. Blanchard | 52,629,049 | 4,714,651 | 40,791,878 |
| Patrick J. Haveron | 53,828,025 | 3,515,675 | 40,791,878 |
| Simcha G. Lyons | 48,400,222 | 8,943,478 | 40,791,878 |
| Lawrence F. Metz | 53,930,193 | 3,413,507 | 40,791,878 |
| Raymond M. Neff | 54,382,979 | 2,960,721 | 40,791,878 |
| Yehuda L. Neuberger | 54,135,969 | 3,207,731 | 40,791,878 |
| Steven H. Nigro | 54,357,852 | 2,985,848 | 40,791,878 |
| Keith A. Thomas | 49,259,686 | 8,084,014 | 40,791,878 |
- 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 |
|---|---|---|---|
| 53,525,660 | 3,586,552 | 231,488 | 40,791,878 |
- The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2024 fiscal year:
| Votes For | Votes Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 96,314,726 | 1,752,137 | 68,715 | — |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.