0001348259-15-000074.txt : 20150507 0001348259-15-000074.hdr.sgml : 20150507 20150507165316 ACCESSION NUMBER: 0001348259-15-000074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150507 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150507 DATE AS OF CHANGE: 20150507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALIDUS HOLDINGS LTD CENTRAL INDEX KEY: 0001348259 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33606 FILM NUMBER: 15842602 BUSINESS ADDRESS: STREET 1: 29 RICHMOND ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 BUSINESS PHONE: 441-278-9000 MAIL ADDRESS: STREET 1: 29 RICHMOND ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 8-K 1 a20150507electionofdirecto.htm 8-K 2015.05.07 Election of Directors


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): May 7, 2015

Commission file number 001-33606
___________

 
VALIDUS HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)



BERMUDA
98-0501001
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
 

29 Richmond Road, Pembroke, Bermuda HM 08
(Address of principal executive offices)

Registrant's telephone number, including area code: (441) 278-9000
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:


o    Written communications pursuant to Rule 425 under the securities Act (17 CFR 230.425)


o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




     






Item 5.02.
 
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 

Validus Holdings, Ltd. (the "Company") announced today that Jeff Consolino has informed the Company that he will resign from the Board of Directors of the Company after ten years of service as an Officer or Director, to be effective immediately. The Board and management of the Company are disappointed to learn of Mr. Consolino's resignation from the Board. Mr. Consolino was a founding member of the Validus management team. The Company is grateful for his many contributions to the firm and wishes him the very best.

Item 5.07.
 
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Annual General Meeting of Shareholders

At the annual general meeting of shareholders of the Company held on May 7, 2015, the shareholders of the Company approved the following:

(a) The election of four Class II Directors of the Company:
 
For
Withheld
Broker Non-Votes
 
Michael E.A. Carpenter
57,589,933
15,819,061
3,879,129
 
Therese M. Vaughan
70,345,417
3,063,577
3,879,129
 
Christopher E. Watson
57,899,317
15,509,677
3,879,129
 

(b) The approval, by a non-binding advisory vote, of the executive compensation payable to the Company's named executive officers as described in the Executive Compensation section of the Company's Proxy Statement dated March 20, 2015, including the Compensation Discussion and Analysis:    
For
Against
Abstain
Broker Non-Votes
 
68,948,178
4,114,840
345,976
3,879,129
 

(c) The approval of the selection of PricewaterhouseCoopers, Ltd. to act as the independent registered public accounting firm of the Company for the year ending December 31, 2015:
For
Against
Abstain
Broker Non-Votes
 
76,742,221
362,443
183,459
3,879,129
 

(d) The approval of the amendment and restatement of the Company’s 2005 Amended and Restated Long-Term Incentive Plan ("the Plan") in order to make certain amendments to the Plan, including an increase to the aggregate number of shares of common stock authorized for issuance thereunder by 1,850,000 shares:
For
Against
Abstain
Broker Non-Votes
 
49,945,705
22,808,738
654,551
3,879,129
 





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: May 7, 2015

 
VALIDUS HOLDINGS, LTD.
      (Registrant)
  
 
 
By:  
/s/ Robert F. Kuzloski
 
 
 
 
 
 
Name: 
Robert F. Kuzloski
 
 
Title: 
Executive Vice President and General Counsel