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

May 2, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. ¨

If an emerging growth company, indicate by check mark if 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. ¨

Item 2.02 Results of Operations and Financial Condition

On May 2, 2017, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the first quarterMarch 31, 2017. 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 2017 Annual General Meeting of Shareholders on April 26, 2017. 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 2017 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 9, 2017.

(1) The following seven persons were elected Directors of the Registrant by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2018.

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	45,909,390	678,231	753,459	18,841,910	8,897,736	—	—	—
David Einhorn	45,887,621	701,269	752,190	18,841,910	8,897,736	—	—	—
Leonard Goldberg	45,848,642	739,150	753,288	18,841,910	8,897,736	—	—	—
Ian Isaacs	45,330,314	1,257,478	753,288	18,841,910	8,897,736	—	—	—
Frank Lackner	45,513,430	1,074,360	753,288	18,841,910	8,897,736	—	—	—
Bryan Murphy	45,646,848	939,803	754,429	18,841,910	8,897,736	—	—	—
Joseph Platt	43,633,559	2,954,233	753,288	18,841,910	8,897,736	—	—	—

(2) The following seven persons were elected Directors of Greenlight Reinsurance, Ltd. by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2018.

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	45,974,173	532,157	834,750	18,841,910	8,897,736	—	—	—
David Einhorn	46,024,957	482,735	833,387	18,841,910	8,897,736	—	—	—
Leonard Goldberg	46,001,595	504,735	834,750	18,841,910	8,897,736	—	—	—
Ian Isaacs	45,717,534	788,796	834,750	18,841,910	8,897,736	—	—	—
Frank Lackner	45,884,543	622,060	834,477	18,841,910	8,897,736	—	—	—
Bryan Murphy	45,748,501	758,102	834,477	18,841,910	8,897,736	—	—	—
Joseph Platt	44,114,741	2,391,861	834,477	18,841,910	8,897,736	—	—	—

(3) The following six persons were elected Directors of Greenlight Reinsurance Ireland, Designated Activity Company by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2018.

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
Tim Courtis	45,979,709	526,894	834,477	18,841,910	8,897,736	—	—	—
Philip Harkin	45,971,960	534,470	834,649	18,841,910	8,897,736	—	—	—
Frank Lackner	45,903,802	602,801	834,477	18,841,910	8,897,736	—	—	—
Patrick O'Brien	45,964,697	541,633	834,750	18,841,910	8,897,736	—	—	—
Daniel Roitman	45,957,308	549,431	834,341	18,841,910	8,897,736	—	—	—
Brendan Tuohy	45,957,581	548,750	834,750	18,841,910	8,897,736	—	—	—

(4) The shareholders approved the amended and restated stock incentive plan of the Registrant.

	Class A	Class B
For	39,521,580	8,897,736
Against	7,073,075	—
Abstain	746,425	—
Broker non-votes	18,841,910	—

(5) 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, 2017.

	Class A	Class B
For	65,136,493	8,897,736
Against	128,966	—
Abstain	917,530	—
Broker non-votes	—	—

(6) 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, 2017.

	Class A	Class B
For	65,134,014	8,897,736
Against	130,402	—
Abstain	918,574	—
Broker non-votes	—	—

(7) The shareholders ratified the appointment of BDO, Registered Auditors in Ireland, to serve as the independent auditors of Greenlight Reinsurance Ireland, Designated Activity Company for the fiscal year ending December 31, 2017.

	Class A	Class B
For	65,135,313	8,897,736
Against	129,102	—
Abstain	918,574	—
Broker non-votes	—	—

(8) 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	38,999,830	8,897,736
Against	7,445,373	—
Abstain	895,876	—
Broker non-votes	18,841,910	—

(9) The shareholders voted for the option of once every year as the frequency with which shareholders are provided an advisory vote on executive compensation pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

	Class A	Class B
One year	37,705,435	8,897,736
Two year	87,208	—
Three year	8,679,456	—
Abstain	868,980	—
Broker non-votes	18,841,910	—

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Earnings press release, "GREENLIGHT RE ANNOUNCES FIRST QUARTER 2017 FINANCIAL RESULTS", dated May 2, 2017, 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 2, 2017

EX-99.1

GREENLIGHT RE ANNOUNCES

FIRST QUARTER2017 FINANCIAL RESULTS

GRAND CAYMAN, Cayman Islands - May 2, 2017- Greenlight Capital Re, Ltd. (NASDAQ: GLRE) today announced financial results for the first quarter ended March 31, 2017. Greenlight Re reported net income of $8.4 million for the first quarter of 2017, compared to net income of $28.7 million for the same period in 2016. Fully diluted net income per share for the first quarter of 2017 was $0.22, compared to $0.77 for the same period in 2016.

Fully diluted adjusted book value per share was $23.57 as of March 31, 2017, a 3.0%increase from $22.88 per share as of March 31, 2016.

“We were pleased with our January 1 renewals. Our underwriting portfolio grew during the quarter, as we continue to identify attractive opportunities and retain relationships with partners who are growing their businesses,” said Leonard Goldberg, Interim Chief Executive Officer of Greenlight Re. “The reinsurance market remains very competitive and we remain diligent in our underwriting and conservative in our growth expectations.”

Financial and operating highlights for Greenlight Re for the first quarter ended March 31, 2017 include:

• Gross written premiums of $197.2 million, an increase from $166.8 million in the first quarter of 2016; net earned premiums were $151.9 million, an increase from $138.1 million reported in the prior-year period.

• An underwriting loss of $0.2 million, compared to underwriting income of $3.7 million in the first quarter of 2016.

• A composite ratio for the three months ended March 31, 2017 of 97.4% compared to 93.8% for the prior-year period. The combined ratio for the three months ended March 31, 2017 was 100.1% compared to 97.3% for the prior-year period.

• Net investment income of $11.6 million, representing a gain of 0.9%, compared to net investment income of $28.4 million during the comparable period in 2016 when Greenlight Re reported a 2.5%gain.

“The investment environment remains challenging for our value investing strategy,” stated David Einhorn, Chairman of the Board of Directors. “We continue to keep a conservative posture given the rising equity markets despite potential economic and political risks.”

Conference Call Details

Greenlight Re will hold a live conference call to discuss its financial results for the first quarter ended March 31, 2017 on Wednesday, May 3, 2017 at 9:00 a.m. Eastern time.  The conference call title is Greenlight Capital Re, Ltd. First Quarter2017 Earnings Call.

To participate in the Greenlight Capital Re, Ltd. First Quarter2017 Earnings Call, please dial in to the conference call at:

U.S. toll free1-888-336-7152

International1-412-902-4178

Telephone participants may avoid any delays by pre-registering for the call using the following link to receive a special dial-in number and PIN.

Conference Call registration link: http://dpregister.com/10105313

The conference call can also be accessed via webcast at:

http://services.choruscall.com/links/glre170503.html

A telephone replay of the call will be available from 11:00 a.m. Eastern time on May 3, 2017 until 9:00 a.m. Eastern time on May 10, 2017.  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 10105313. 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 considered 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 because it provides management and investors a yardstick by which to monitor the shareholder value generated. 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 property and casualty reinsurance industry.

Net underwriting income (loss) is considered a non-GAAP financial measure because it excludes items used in the calculation of net income before taxes under U.S. GAAP. The measure includes underwriting expenses which are directly related to underwriting activities as well as an allocation of other general and administrative expenses. Net underwriting income (loss) is calculated as net premiums earned, less net loss and loss adjustment expenses incurred, less, acquisition costs and less underwriting expenses. The measure excludes, on a recurring basis: (1) net investment income; (2) any foreign exchange gains or losses; (3) corporate general and administrative expenses; (4) other income (expense) not related to underwriting, and (5) income taxes and income attributable to non-controlling interest. We exclude net investment income and foreign exchange gains or losses as we believe these are influenced by market conditions and other factors not related to underwriting decisions. We exclude corporate general and administrative expenses because these expenses are generally fixed and not incremental to or directly related to our underwriting operations. We believe all of these amounts are largely independent of our underwriting process and including them distorts the analysis of trends in our underwriting operations. Net underwriting income should not be viewed as a substitute for U.S. GAAP net income.

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, 2017 and December 31, 2016

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

	March 31, 2017		December 31, 2016
	(unaudited)		(audited)
Assets
Investments
Debt instruments, trading, at fair value	$	8,074	$	22,473
Equity securities, trading, at fair value	1,054,427		844,001
Other investments, at fair value	139,453		156,063
Total investments	1,201,954		1,022,537
Cash and cash equivalents	37,961		39,858
Restricted cash and cash equivalents	1,344,059		1,202,651
Financial contracts receivable, at fair value	38,255		76,381
Reinsurance balances receivable	268,447		219,126
Loss and loss adjustment expenses recoverable	2,582		2,704
Deferred acquisition costs, net	73,470		61,022
Unearned premiums ceded	3,155		2,377
Notes receivable, net	35,236		33,734
Other assets	3,717		4,303
Total assets	$	3,008,836	$	2,664,693
Liabilities and equity
Liabilities
Securities sold, not yet purchased, at fair value	$	867,709	$	859,902
Financial contracts payable, at fair value	3,215		2,237
Due to prime brokers	558,798		319,830
Loss and loss adjustment expense reserves	340,030		306,641
Unearned premium reserves	265,268		222,527
Reinsurance balances payable	52,249		41,415
Funds withheld	5,576		5,927
Other liabilities	13,639		14,527
Performance compensation payable to related party	1,189		—
Total liabilities	2,107,673		1,773,006
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, 31,183,763 (2016: 31,111,432): Class B: par value $0.10; authorized, 25,000,000; issued and outstanding, 6,254,895 (2016: 6,254,895))	3,744		3,737
Additional paid-in capital	501,180		500,337
Retained earnings	378,542		370,168
Shareholders’ equity attributable to shareholders	883,466		874,242
Non-controlling interest in joint venture	17,697		17,445
Total equity	901,163		891,687
Total liabilities and equity	$	3,008,836	$	2,664,693

GREENLIGHT CAPITAL RE, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

For the three months ended March 31, 2017 and 2016

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

	Three months ended March 31
	2017			2016
Revenues
Gross premiums written	$	197,214		$	166,792
Gross premiums ceded	(3,426		)	(2,107		)
Net premiums written	193,788			164,685
Change in net unearned premium reserves	(41,886		)	(26,573		)
Net premiums earned	151,902			138,112
Net investment income (loss)	11,618			28,435
Other income (expense), net	(7		)	(271		)
Total revenues	163,513			166,276
Expenses
Loss and loss adjustment expenses incurred, net	104,812			90,668
Acquisition costs, net	43,211			38,963
General and administrative expenses	6,743			6,999
Total expenses	154,766			136,630
Income (loss) before income tax	8,747			29,646
Income tax expense	(121		)	(204		)
Net income (loss) including non-controlling interest	8,626			29,442
Loss (income) attributable to non-controlling interest in joint venture	(252		)	(773		)
Net income (loss)	$	8,374		$	28,669
Earnings (loss) per share
Basic	$	0.22		$	0.77
Diluted	$	0.22		$	0.77
Weighted average number of ordinary shares used in the determination of earnings and loss per share
Basic	37,341,338			37,107,039
Diluted	37,376,649			37,422,921

The following table provides the ratios for the three months ended March 31, 2017 and 2016:

	Three months ended March 31
			2017						2016
	Frequency		Severity		Total		Frequency		Severity		Total
Loss ratio	70.5	%	41.4	%	69.0	%	68.2	%	31.8	%	65.6	%
Acquisition cost ratio	28.6	%	26.5	%	28.4	%	28.5	%	24.4	%	28.2	%
Composite ratio	99.1	%	67.9	%	97.4	%	96.7	%	56.2	%	93.8	%
Underwriting expense ratio					2.7	%					3.5	%
Combined ratio					100.1	%					97.3	%