0000875159-15-000044.txt : 20150512 0000875159-15-000044.hdr.sgml : 20150512 20150512171229 ACCESSION NUMBER: 0000875159-15-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150508 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150512 DATE AS OF CHANGE: 20150512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XL GROUP PLC CENTRAL INDEX KEY: 0000875159 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980665416 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10804 FILM NUMBER: 15855409 BUSINESS ADDRESS: STREET 1: XL HOUSE STREET 2: 8 ST. STEPHEN'S GREEN CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 353-1-400-5500 MAIL ADDRESS: STREET 1: XL HOUSE STREET 2: 8 ST. STEPHEN'S GREEN CITY: DUBLIN STATE: L2 ZIP: 2 FORMER COMPANY: FORMER CONFORMED NAME: XL CAPITAL LTD DATE OF NAME CHANGE: 19990302 FORMER COMPANY: FORMER CONFORMED NAME: EXEL LTD DATE OF NAME CHANGE: 19950720 8-K 1 a2015agmresults.htm 8-K 2015 AGM Results



 
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 8, 2015
XL GROUP
Public Limited Company
(Exact name of registrant as specified in its charter)
Ireland
1-10804
98-0665416
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
XL House, 8 St. Stephen's Green, Dublin, Ireland
2
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: +353 (1) 400-5500
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):
¨    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))
 




Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual General Meeting of holders of XL Group plc’s (the “Company's”) ordinary shares was held on May 8, 2015. Voting results for each matter voted upon are as follows:
1. The election of eight Directors to hold office until 2016:

 
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
Ramani Ayer
209,322,492

2,311,190

316,816

13,682,819

Dale Comey
210,106,672

1,624,015

219,811

13,682,819

Robert Glauber
211,267,809

463,401

219,288

13,682,819

Edward Kelly, III
211,338,971

391,714

219,813

13,682,819

Suzanne Labarge
211,377,717

353,485

219,296

13,682,819

Michael McGavick
211,386,676

346,779

217,043

13,682,819

Anne Stevens
210,493,920

1,237,560

219,018

13,682,819

John Vereker
211,352,806

377,632

220,060

13,682,819

    
2. The appointment of PricewaterhouseCoopers LLP to act as the registered independent public accounting firm for the Company for the year ending December 31, 2015, and the authorization of the Audit Committee of our Board of Directors to fix the remuneration of PricewaterhouseCoopers LLP:

 
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
 
223,152,715

2,265,100

215,502

0

3. The non-binding, advisory vote on the Company’s executive compensation:

 
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
 
188,997,402

22,500,922

452,174

13,682,819


4. Renewal of the Board of Directors' authority to issue shares, warrants, convertible instruments and options under Irish law:

 
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
 
221,504,252

3,879,173

249,892

0

5. Renewal of the Board of Directors' authority to issue shares for cash without first offering shares to existing shareholders under Irish law:

 
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
 
210,297,996

1,442,542

209,960

13,682,819


6. The amendment and restatement of the Directors Stock & Option Plan to increase the number of shares available for issuance under the Plan:

 
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
 
201,960,646

9,757,727

232,125

13,682,819





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 12, 2015
XL Group plc
(Registrant)

By:
/s/ Kirstin Gould             
Name:
Kirstin Gould    
Title:
General Counsel and Secretary