0001267395-18-000045.txt : 20180502 0001267395-18-000045.hdr.sgml : 20180502 20180502130409 ACCESSION NUMBER: 0001267395-18-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180502 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20180502 DATE AS OF CHANGE: 20180502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN INSURANCE HOLDINGS LTD CENTRAL INDEX KEY: 0001267395 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31909 FILM NUMBER: 18798668 BUSINESS ADDRESS: STREET 1: 141 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 19 BUSINESS PHONE: 1 441 295 8201 MAIL ADDRESS: STREET 1: 141 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 19 8-K 1 form8-kagmvotingresults.htm 8-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 2, 2018
 
 
 
ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
 
 
 
Bermuda
001-31909
Not Applicable
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
141 Front Street
Hamilton HM 19
Bermuda
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (441) 295-8201
Not Applicable
(Former name or former address, if changed since last report)
 
 
 
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 Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2
¨
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
¨
 
 
 
 




Section 5 – Corporate Governance

Item 5.07 Submission of Matters to a Vote of Security Holders
 
On May 2, 2018, Aspen Insurance Holdings Limited (the “Company”) held its 2018 annual general meeting of shareholders (the “Annual General Meeting”). Proxies with respect to the matters voted upon at the Annual General Meeting were solicited under Regulation 14A of the Securities Exchange Act of 1934, as amended. All the resolutions put forward at the Annual General Meeting were approved by the requisite majority vote. The final voting results of the Annual General Meeting are set out below:

(1) Proposal 1 regarding the re-election of Messrs. Glyn Jones, Gary Gregg and Bret Pearlman as Class II directors of the Company.

 
Nominee

Votes For
Votes
Withheld
Broker Non-Votes
Glyn Jones
49,518,285
1,585,629
2,733,659
Gary Gregg
50,250,242
853,672
2,733,659
Bret Pearlman
49,422,336
1,681,578
2,733,659

(2) Proposal 2 regarding the non-binding, advisory vote approving the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, filed on March 19, 2018 with the U.S. Securities and Exchange Commission (“Say-On-Pay Vote”).




Votes For
Votes
Against
Votes
Abstained
Broker Non-Votes
Approval of Named Executive Officers’ Compensation
49,901,568
1,186,059
16,287
2,733,659

(3) Proposal 3 regarding the re-appointment of KPMG LLP (“KPMG”), London, England, to act as the Company’s independent registered public accounting firm and auditor for the fiscal year ending December 31, 2018, and to authorize the Company’s Board of Directors through the Audit Committee to set the remuneration for KPMG.




Votes For
Votes
Against
Votes
Abstained
Broker Non-Votes
Appointment of KPMG
53,090,942
701,477
45,154
—
    



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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.
 
 
 
 
 
 
 
 
 
 
 
ASPEN INSURANCE HOLDINGS LIMITED
(Registrant)
 
 
 
 
Dated: May 2, 2018
 
 
 
By:
 
/s/Scott Kirk
 
 
 
 
Name:
 
Scott Kirk
 
 
 
 
Title:
 
Chief Financial Officer


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