--- schema_version: "secwatch.filing_event.v1" accession: "0001385613-23-000082" form_type: "8-K" ticker: "GLRE" cik: "0001385613" company_name: "GREENLIGHT CAPITAL RE, LTD." filed_at: "2023-07-27T23:59:59+00:00" generated_at: "2026-06-13T00:07:47.313819+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Greenlight Capital Re shareholders approve elimination of dual-class share structure ## Summary - Proposal to re-designate Class B shares as Class A and eliminate dual-class structure passed with 48.7M Class A and 8.7M Class B votes. - Fourth Amended and Restated Memorandum and Articles of Association adopted with 22.2M ordinary shares for, 11.3K against. - 2023 Omnibus Incentive Plan approved with 17.5M ordinary shares for, 4.6M against. - All director nominees elected: e.g., David Einhorn 49.0M Class A for; each received majority support. - Deloitte entities ratified as auditors for fiscal 2023 with overwhelming approval. ## SEC filing metadata - accession: 0001385613-23-000082 - form_type: 8-K - ticker: GLRE - cik: 0001385613 - company_name: GREENLIGHT CAPITAL RE, LTD. - filed_at: 2023-07-27T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/0001385613-23-000082-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/glre-20230725.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001385613-23-000082 - JSON: https://secwatch.observer/filing/0001385613-23-000082.json - Plain text: https://secwatch.observer/filing/0001385613-23-000082.txt ## Key facts - Shareholder Votes GREENLIGHT CAPITAL RE, LTD. shareholders approved The following individuals were elected as directors of Greenlight Reinsurance Ireland, Designated Activity Company until the 2024 Meeting, based upon the following votes: at the 2023-07-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-07-25 source text: 3. The following individuals were elected as directors of Greenlight Reinsurance Ireland, Designated Activity Company until the 2024 Meeting, based upon the following votes: Director Class A For Class A Against Class A Abstain Class A broker non-votes Class B For Class B Against Class B Abstain Class B broker non-votes Michael Brady 49,434,452 54,391 503 12,368,136 8,697,736 — — — Bryan Murphy 48,612,826 818,603 57,916 12,368,136 8,697,736 — — — Patrick O'Brien 49,432,709 55,848 788 12,368,136 8,697,736 — — — Brid Quigley 49,412,629 54,074 22,642 12,368,136 8,697,736 Daniel Roitman 49,310,134 156,569 22,642 12,368,136 8,697,736 — — — Faramarz Romer 49,377,090 111,467 788 12,368,136 8,697,736 evidence_url: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/0001385613-23-000082-index.htm - Shareholder Votes GREENLIGHT CAPITAL RE, LTD. shareholders approved The appointment of Deloitte Ireland LLP as the independent auditors of Greenlight Reinsurance Ireland, Designated Activity Company for the fiscal year ending December 31, 2023 until the 2024 Meeting was ratified based upon the following votes: at the 2023-07-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-07-25 source text: 6. The appointment of Deloitte Ireland LLP as the independent auditors of Greenlight Reinsurance Ireland, Designated Activity Company for the fiscal year ending December 31, 2023 until the 2024 Meeting was ratified based upon the following votes: Class A Class B For 43,973,064 8,697,736 Against 15,324 — Abstain 3,333 — Broker non-votes — — evidence_url: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/0001385613-23-000082-index.htm - Shareholder Votes GREENLIGHT CAPITAL RE, LTD. shareholders approved The following individuals were elected as directors of Greenlight Reinsurance, Ltd. until the 2024 Meeting, based upon the following votes: at the 2023-07-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-07-25 source text: 2. The following individuals were elected as directors of Greenlight Reinsurance, Ltd. until the 2024 Meeting, based upon the following votes: Director Class A For Class A Against Class A Abstain Class A broker non-votes Class B For Class B Against Class B Abstain Class B broker non-votes Simon Burton 48,631,227 857,330 788 12,368,136 8,697,736 — — — David Einhorn 49,334,727 153,830 788 12,368,136 8,697,736 — — — Johnny Ferrari 49,244,595 222,394 22,357 12,368,136 8,697,736 — — — Ursuline Foley 49,432,995 54,677 1,674 12,368,136 8,697,736 — — — Leonard Goldberg 48,643,669 845,173 503 12,368,136 8,697,736 — — — Victoria Guest 49,264,678 222,994 1,674 12,368,136 8,697,736 — — — Ian Isaacs 48,648,665 840,177 503 12,368,136 8,697,736 — — — Bryan Murphy 48,669,374 819,183 788 12,368,136 8,697,736 — — — Joseph Platt 46,710,121 2,756,868 22,357 12,368,136 8,697,736 — — — Daniel Roitman 49,310,103 156,886 22,357 12,368,136 8,697,736 evidence_url: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/0001385613-23-000082-index.htm - Shareholder Votes GREENLIGHT CAPITAL RE, LTD. shareholders approved Shareholders recommended by a non-binding advisory vote on a resolution approving the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission based upon the following votes: at the 2023-07-25 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-07-25 source text: 12. Shareholders recommended by a non-binding advisory vote on a resolution approving the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission based upon the following votes: Ordinary 1 Class A Class B For 21,471,196 — — Against 463,160 — — Abstain 533,346 — — Broker non-votes 4,742.563 — — evidence_url: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/0001385613-23-000082-index.htm - Shareholder Votes GREENLIGHT CAPITAL RE, LTD. shareholders approved The appointment of Deloitte & Touche LLP as the independent auditors of Greenlight Reinsurance, Ltd. for the fiscal year ending December 31, 2023 until the 2024 Meeting was ratified based upon the following votes: at the 2023-07-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-07-25 source text: 5. The appointment of Deloitte & Touche LLP as the independent auditors of Greenlight Reinsurance, Ltd. for the fiscal year ending December 31, 2023 until the 2024 Meeting was ratified based upon the following votes: Class A Class B For 61,846,513 8,697,736 Against 8,212 — Abstain 2,756 — Broker non-votes — — evidence_url: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/0001385613-23-000082-index.htm - Shareholder Votes GREENLIGHT CAPITAL RE, LTD. shareholders approved The appointment of Deloitte Ltd. as the Company’s independent auditors for the fiscal year ending December 31, 2023 until the 2024 Meeting was ratified based upon the following votes: at the 2023-07-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-07-25 source text: 4. The appointment of Deloitte Ltd. as the Company’s independent auditors for the fiscal year ending December 31, 2023 until the 2024 Meeting was ratified based upon the following votes: Class A Class B For 61,846,641 8,697,736 Against 8,469 — Abstain 2,471 — Broker non-votes — — evidence_url: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/0001385613-23-000082-index.htm - Shareholder Votes GREENLIGHT CAPITAL RE, LTD. shareholders approved The proposal to adopt the Fourth Amended and Restated Memorandum and Articles of Association was approved based upon the following votes: at the 2023-07-25 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-25 source text: 10. The proposal to adopt the Fourth Amended and Restated Memorandum and Articles of Association was approved based upon the following votes: Ordinary 1 Class A Class B For 22,190,288 — — Against 11,271 — — Abstain 266,142 — — Broker non-votes 4,742.563 — — evidence_url: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/0001385613-23-000082-index.htm - Shareholder Votes GREENLIGHT CAPITAL RE, LTD. shareholders approved The 2023 Omnibus Incentive Plan was approved based upon the following votes: at the 2023-07-25 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-07-25 source text: 11. The 2023 Omnibus Incentive Plan was approved based upon the following votes: Ordinary 1 Class A Class B For 17,536,783 — — Against 4,640,865 — — Abstain 290,054 — — Broker non-votes 4,742.563 — — evidence_url: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/0001385613-23-000082-index.htm - Shareholder Votes GREENLIGHT CAPITAL RE, LTD. shareholders approved The proposal to re-designate Class B ordinary shares as Class A ordinary shares, with all the rights attributable to the Class A ordinary shares, reclassify the Class A ordinary shares as "ordinary shares," and eliminate the Company’s dual-class share structure was approved based upon the following at the 2023-07-25 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-25 source text: 7. The proposal to re-designate Class B ordinary shares as Class A ordinary shares, with all the rights attributable to the Class A ordinary shares, reclassify the Class A ordinary shares as “ordinary shares,” and eliminate the Company’s dual-class share structure was approved based upon the following votes: Class A Class B For 48,726,227 8,697,736 Against 70,287 — Abstain 692,832 — Broker non-votes 12,368,136 — evidence_url: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/0001385613-23-000082-index.htm - Shareholder Votes GREENLIGHT CAPITAL RE, LTD. shareholders approved The proposal to amend the Articles to eliminate the voting power reduction, or cut-back, provisions related to the Class A ordinary shares contained in §§12(3), 43(2), 53(2) and 54 of the Articles was approved based upon the following votes: at the 2023-07-25 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-25 source text: 8. The proposal to amend the Articles to eliminate the voting power reduction, or cut-back, provisions related to the Class A ordinary shares contained in §§12(3), 43(2), 53(2) and 54 of the Articles was approved based upon the following votes: Ordinary 1 Class A Class B For 20,447,904 — — Against 1,754,131 — — Abstain 265,666 — — Broker non-votes 4,742.563 — — evidence_url: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/0001385613-23-000082-index.htm - Shareholder Votes GREENLIGHT CAPITAL RE, LTD. shareholders approved The proposal to amend the Articles to eliminate certain subsidiary voting, or push-up, provisions contained in §§96 and 97 of the Articles was approved based upon the following votes: at the 2023-07-25 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-25 source text: 9. The proposal to amend the Articles to eliminate certain subsidiary voting, or push-up, provisions contained in §§96 and 97 of the Articles was approved based upon the following votes: Ordinary 1 Class A Class B For 20,449,804 — — Against 1,752,204 — — Abstain 265,693 — — Broker non-votes 4,742.563 — — evidence_url: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/0001385613-23-000082-index.htm - Shareholder Votes GREENLIGHT CAPITAL RE, LTD. shareholders approved The following individuals were elected as directors of the Company until the Annual General Meeting of Shareholders of the Company in 2024 (the "2024 Meeting"), based upon the following votes: at the 2023-07-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-07-25 source text: 1. The following individuals were elected as directors of the Company until the Annual General Meeting of Shareholders of the Company in 2024 (the “2024 Meeting”), based upon the following votes: Director Class A For Class A Against Class A Abstain Class A broker non-votes Class B For Class B Against Class B Abstain Class B broker non-votes Simon Burton 48,291,062 1,197,780 503 12,368,136 8,697,736 — — — David Einhorn 48,990,021 498,822 503 12,368,136 8,697,736 — — — Johnny Ferrari 48,816,837 650,152 22,357 12,368,136 8,697,736 — — — Ursuline Foley 49,392,175 95,497 1,674 12,368,136 8,697,736 — — — Leonard Goldberg 48,306,712 1,182,130 503 12,368,136 8,697,736 — — — Victoria Guest 48,838,025 650,532 788 12,368,136 8,697,736 — — — Ian Isaacs 48,398,950 1,089,607 788 12,368,136 8,697,736 — — — Bryan Murphy 48,421,515 1,067,041 788 12,368,136 8,697,736 — — — Joseph Platt 44,311,821 5,154,882 22,642 12,368,136 8,697,736 — — — Daniel Roitman 48,983,206 483,497 22,642 12,368,136 8,697,736 evidence_url: https://www.sec.gov/Archives/edgar/data/1385613/000138561323000082/0001385613-23-000082-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.