8-K

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

April 30, 2014

Date of report (Date of earliest event reported) 

GREENLIGHT CAPITAL RE, LTD.

(Exact name of registrant as specified in charter)

Cayman Islands (State or other jurisdiction of incorporation)	001-33493 (Commission file number)	N/A (IRS employer identification no.)
65 Market Street, Suite 1207, Jasmine Court, Camana Bay, P.O. Box 31110 Grand Cayman, Cayman Islands (Address of principal executive offices)		KY1-1205 (Zip code)

(345) 943-4573

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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 2.02 Results of Operations and Financial Condition

On May 5, 2014, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the first quarterMarch 31, 2014. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

In accordance with general instruction B.2 to Form 8-K, the information set forth in this Item 2.02 (including Exhibit 99.1) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 

Item 5.07 Submission of Matters to a Vote of Security Holders

The Registrant held its 2014 Annual General Meeting of Shareholders on April 30, 2014. Pursuant to the Registrant’s Third Amended and Restated Articles of Association (the "Articles of Association"), each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes per share; provided, however, that the total voting power of the issued and outstanding Class B ordinary shares shall not exceed 9.5% of the total voting power of all issued and outstanding ordinary shares. Since, on the record date of the 2014 Annual Meeting of Shareholders, the total voting power of the issued and outstanding Class B ordinary shares exceeded 9.5% of the total voting power, the voting power of the Class B ordinary shares was reduced with the excess being allocated to the Class A ordinary shares in accordance with Article 53 of the Articles of Association. In addition, the Articles of Association provide that no holder of Class A ordinary shares shall be permitted to acquire an amount of shares which would cause any person to own 9.9% or more of the total voting power of the issued and outstanding ordinary shares. Therefore, the excess voting power from the Class B ordinary shares allocated to the Class A ordinary shares and the Class A ordinary shares allocated to other Class A ordinary shares were restricted to 9.9% for each holder of Class A ordinary shares with the excess being allocated to the other holders of Class A ordinary shares in accordance with Article 54 of the Articles of Association.

The following tables summarize the final voting results after adjustment of the voting power. For more information on the following proposals, see the Registrant's Proxy Statement dated March 11, 2014.

(1) The following eight persons were elected Directors of the Registrant by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2015.

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
Alan Brooks	52,139,755	617,959	112,133	20,423,209	8,871,166	—	—	—
David Einhorn	50,356,986	2,461,371	51,490	20,423,209	8,871,166	—	—	—
Leonard Goldberg	48,489,119	4,267,685	113,043	20,423,209	8,871,166	—	—	—
Barton Hedges	51,755,464	1,001,940	112,443	20,423,209	8,871,166	—	—	—
Ian Isaacs	48,365,714	4,393,148	110,985	20,423,209	8,871,166	—	—	—
Frank Lackner	51,908,795	851,164	109,888	20,423,209	8,871,166	—	—	—
Bryan Murphy	52,135,778	623,085	110,985	20,423,209	8,871,166	—	—	—
Joseph Platt	51,904,516	869,899	95,432	20,423,209	8,871,166	—	—	—

(2) The following eight persons were elected Directors of Greenlight Reinsurance, Ltd. by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2015.

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
Alan Brooks	52,509,548	152,503	207,795	20,423,209	8,871,166	—	—	—
David Einhorn	51,332,212	1,391,455	146,180	20,423,209	8,871,166	—	—	—
Leonard Goldberg	51,260,835	1,400,668	208,344	20,423,209	8,871,166	—	—	—
Barton Hedges	52,476,382	185,448	208,017	20,423,209	8,871,166	—	—	—
Ian Isaacs	51,172,429	1,491,594	205,825	20,423,209	8,871,166	—	—	—
Frank Lackner	52,513,918	150,105	205,825	20,423,209	8,871,166	—	—	—
Bryan Murphy	52,511,259	152,764	205,825	20,423,209	8,871,166	—	—	—
Joseph Platt	52,512,141	152,155	205,550	20,423,209	8,871,166	—	—	—

(3) The following six persons were elected Directors of Greenlight Reinsurance Ireland, Ltd. by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2015.

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
Leonard Goldberg	51,258,706	1,404,223	206,918	20,423,209	8,871,166	—	—	—
Philip Harkin	52,510,609	151,823	207,414	20,423,209	8,871,166	—	—	—
Barton Hedges	52,475,877	186,555	207,414	20,423,209	8,871,166	—	—	—
Frank Lackner	52,511,179	152,624	206,044	20,423,209	8,871,166	—	—	—
Caryl Traynor	52,478,569	186,330	204,947	20,423,209	8,871,166	—	—	—
Brendan Tuohy	52,509,943	153,860	206,044	20,423,209	8,871,166	—	—	—

(4) The shareholders ratified the appointment of BDO USA, LLP to serve as the independent auditors of the Registrant for the fiscal year ending December 31, 2014.

	Class A	Class B
For	73,050,402	8,871,166
Against	187,857	—
Abstain	54,796	—
Broker non-votes	—	—

(5) The shareholders ratified the appointment of BDO Cayman Ltd. to serve as the independent auditors of Greenlight Reinsurance, Ltd. for the fiscal year ending December 31, 2014.

	Class A	Class B
For	73,021,076	8,871,166
Against	201,853	—
Abstain	70,127	—
Broker non-votes	—	—

(6) The shareholders ratified the appointment of BDO, Registered Auditors in Ireland, to serve as the independent auditors of Greenlight Reinsurance Ireland, Ltd. for the fiscal year ending December 31, 2014.

	Class A	Class B
For	73,037,413	8,871,166
Against	202,448	—
Abstain	53,195	—
Broker non-votes	—	—

(7) The shareholders approved the compensation of the Registrant's executive officers pursuant to the compensation disclosure rules of the Securities and Exchange Commission, or "say-on-pay" votes.

	Class A	Class B
For	51,393,247	8,871,166
Against	1,216,832	—
Abstain	259,768	—
Broker non-votes	20,423.209	—

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Earnings press release, "GREENLIGHT RE ANNOUNCES FIRST QUARTER 2014 FINANCIAL RESULTS", dated May 5, 2014, issued by the Registrant.

SIGNATURE

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, thereunto duly authorized.

GREENLIGHT CAPITAL RE, LTD.
(Registrant)
By:	/s/ Tim Courtis
Name:	Tim Courtis
Title:	Chief Financial Officer
Date:	May 5, 2014

EX-99.1

GREENLIGHT RE ANNOUNCES

FIRST QUARTER2014 FINANCIAL RESULTS

GRAND CAYMAN, Cayman Islands - May 5, 2014- Greenlight Capital Re, Ltd. (NASDAQ: GLRE) today announced financial results for the first quarter ended March 31, 2014. Greenlight Re reported net loss of $8.9 million for the first quarter of 2014 compared to net income of $56.7 million for the same period in 2013. The net loss per share was $0.24 compared to fully diluted net income per share of $1.52 for the same period in 2013.

Fully diluted adjusted book value per share was $27.61 as of March 31, 2014, a 17.7%increase from $23.45 per share as of March 31, 2013.

Financial and operating highlights for Greenlight Re for the first quarter ended March 31, 2014 include:

• Gross written premiums of $118.9 million, compared to $127.0 million in the first quarter of 2013; net earned premiums were $111.7 million, an increase from $109.5 million reported in the prior-year period.

• Underwriting income of $6.5 million, compared to underwriting income of $1.9 million in the first quarter of 2013.

• A net investment loss of 0.7% on Greenlight Re's investment portfolio managed by DME Advisors, LP compared to a net investment gain of 5.8% in the first quarter of 2013.

“Our underwriting portfolio performed adequately during the first quarter of 2014,” said Bart Hedges, Chief Executive Officer of Greenlight Re. “We continue to focus our underwriting efforts on creating long term relationships in areas of the market that we feel provide attractive returns to our shareholders."

“Our investment portfolio had a small loss as we continue to be defensively positioned in an uncertain investment environment,” stated David Einhorn, Chairman of the Board of Directors. “Our underwriting team continues to proceed carefully under challenging reinsurance market conditions.”

Conference Call Details

Greenlight Re will hold a live conference call to discuss its financial results for the first quarterMarch 31, 2014 on Tuesday, May 6, 2014 at 9:00 a.m. Eastern time.  The conference call title is Greenlight Capital Re, Ltd. First Quarter 2014 Earnings Call.

To participate in the Greenlight Capital Re, Ltd. First Quarter 2014 Earnings Call, please dial in to the conference call at:

U.S. toll free 1-888-317-6016

International1-412-317-6016

The conference call can also be accessed via webcast at:

http://services.choruscall.com/links/glre140506.html

A telephone replay of the call will be available from 11:00 a.m. Eastern time on May 6, 2014 until 9:00 a.m. Eastern time on May 14, 2014.  The replay of the call may be accessed by dialing 1-877-344-7529 (U.S. toll free) or 1-412-317-0088 (international), access code 10043451. An audio file of the call will also be available on the Company's website, www.greenlightre.ky .

###

Regulation G

Fully diluted adjusted book value per share is a non-GAAP measure and represents basic adjusted book value per share combined with the impact from dilution of share based compensation including in-the-money stock options and RSUs as of any period end. Book value is adjusted by subtracting the amount of the non-controlling interest in joint venture from total shareholders' equity to calculate adjusted book value. We believe that long term growth in fully diluted adjusted book value per share is the most relevant measure of our financial performance. In addition, fully diluted adjusted book value per share may be of benefit to our investors, shareholders and other interested parties to form a basis of comparison with other companies within the reinsurance industry.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. Federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on behalf of the Company. These risks and uncertainties include the impact of general economic conditions and conditions affecting the insurance and reinsurance industry, the adequacy of our reserves, our ability to assess underwriting risk, trends in rates for property and casualty insurance and reinsurance, competition, investment market fluctuations, trends in insured and paid losses, catastrophes, regulatory and legal uncertainties and other factors described in our annual report on Form 10-K filed with the Securities Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Greenlight Capital Re, Ltd.

Greenlight Re (www.greenlightre.ky) is a NASDAQ listed company with specialist property and casualty reinsurance companies based in the Cayman Islands and Ireland.  Greenlight Re provides a variety of custom-tailored reinsurance solutions to the insurance, risk retention group, captive and financial marketplaces.  Established in 2004, Greenlight Re selectively offers customized reinsurance solutions in markets where capacity and alternatives are limited.  With a focus on deriving superior returns from both sides of the balance sheet, Greenlight Re's assets are managed according to a value-oriented equity-focused strategy that complements the Company's business goal of long-term growth in book value per share.

Contact:

Garrett Edson

ICR

(203) 682-8331

IR@greenlightre.ky

Media:

Brian Ruby

ICR

(203) 682-8268

Brian.ruby@icrinc.com

GREENLIGHT CAPITAL RE, LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2014 and December 31, 2013

(expressed in thousands of U.S. dollars, except per share and share amounts)

	March 31, 2014		December 31, 2013
	(unaudited)		(audited)
Assets
Investments
Debt instruments, trading, at fair value	$	4,330	$	4,312
Equity securities, trading, at fair value	1,227,911		1,282,156
Other investments, at fair value	110,709		107,211
Total investments	1,342,950		1,393,679
Cash and cash equivalents	4,283		3,722
Restricted cash and cash equivalents	1,228,916		1,334,074
Financial contracts receivable, at fair value	82,623		104,048
Reinsurance balances receivable	185,833		167,340
Loss and loss adjustment expenses recoverable	16,192		16,829
Deferred acquisition costs, net	53,046		51,797
Unearned premiums ceded	6,050		3,173
Notes receivable	15,917		16,049
Other assets	5,475		4,565
Total assets	$	2,941,285	$	3,095,276
Liabilities and equity
Liabilities
Securities sold, not yet purchased, at fair value	$	986,408	$	1,111,690
Financial contracts payable, at fair value	23,659		18,857
Due to prime brokers	285,896		314,702
Loss and loss adjustment expense reserves	329,012		329,894
Unearned premium reserves	177,332		173,057
Reinsurance balances payable	43,382		38,789
Funds withheld	9,804		10,126
Other liabilities	12,598		11,857
Total liabilities	1,868,091		2,008,972
Equity
Preferred share capital (par value $0.10; authorized, 50,000,000; none issued)	—		—
Ordinary share capital (Class A: par value $0.10; authorized, 100,000,000; issued and outstanding, 30,958,744 (2013: 30,791,865): Class B: par value $0.10; authorized, 25,000,000; issued and outstanding, 6,254,949 (2013: 6,254,949))	3,721		3,705
Additional paid-in capital	497,574		496,622
Retained earnings	542,387		551,268
Shareholders’ equity attributable to shareholders	1,043,682		1,051,595
Non-controlling interest in joint venture	29,512		34,709
Total equity	1,073,194		1,086,304
Total liabilities and equity	$	2,941,285	$	3,095,276

GREENLIGHT CAPITAL RE, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three months ended March 31, 2014 and 2013

(expressed in thousands of U.S. dollars, except per share and share amounts)

	Three months ended March 31,
	2014			2013
Revenues
Gross premiums written	$	118,901		$	126,964
Gross premiums ceded	(5,940		)	3,978
Net premiums written	112,961			130,942
Change in net unearned premium reserves	(1,272		)	(21,471		)
Net premiums earned	111,689			109,471
Net investment income (loss)	(10,150		)	61,139
Other income, net	441			389
Total revenues	101,980			170,999
Expenses
Loss and loss adjustment expenses incurred, net	67,363			66,278
Acquisition costs, net	37,796			41,296
General and administrative expenses	6,459			3,760
Total expenses	111,618			111,334
Income (loss) before income tax expense	(9,638		)	59,665
Income tax (expense) benefit	560			(308		)
Net income (loss) including non-controlling interest	(9,078		)	59,357
(Income) loss attributable to non-controlling interest in joint venture	197			(2,624		)
Net income (loss)	$	(8,881	)	$	56,733
Earnings (loss) per share
Basic	$	(0.24	)	$	1.54
Diluted	$	(0.24	)	$	1.52
Weighted average number of ordinary shares used in the determination of earnings (loss) per share
Basic	36,808,386			36,730,315
Diluted	36,808,386			37,424,894

The following table provides the ratios for the three months ended March 31, 2014 and 2013:

	Three months ended March 31,						Three months ended March 31,
			2014						2013
	Frequency		Severity		Total		Frequency		Severity		Total
Loss ratio	62.8	%	18.8	%	60.3	%	71.2	%	(676.4	)%	60.5	%
Acquisition cost ratio	34.9	%	16.1	%	33.8	%	37.6	%	46.2	%	37.7	%
Composite ratio	97.7	%	34.9	%	94.1	%	108.8	%	(630.2	)%	98.2	%
Internal expense ratio					4.8	%					4.5	%
Corporate expense ratio					1.0	%					(1.0	)%
Combined ratio					99.9	%					101.7	%