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

Date of report (Date of earliest event reported): March 24, 2016

PartnerRe Ltd. 

(Exact Name of Registrant as Specified in Its Charter)

	Bermuda
	(State or Other Jurisdiction of Incorporation or Organization)
001-14536		Not Applicable
(Commission File Number)		(IRS Employer Identification No.)
Wellesley House South, 90 Pitts Bay Road, Pembroke, Bermuda		HM 08
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (441) 292-0888

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))‎

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Mario Bonaccorso as Interim Chief Executive Officer

On March 24, 2016, Mario Bonaccorso resigned as interim Chief Executive Officer of PartnerRe Ltd. (the “Company”), effective immediately.

Appointment of John Elkann as Chairman and Emmanuel Clarke as Chief Executive Officer

On March 24, 2016, the Company issued a press release announcing the appointment of, effective March 24, 2016, John Elkann as the Chairman of the Company’s Board of Directors and Emmanuel Clarke, President of the Company, as the President and Chief Executive Officer of the Company.

Formerly CEO of PartnerRe Global and a member of the executive management team since 2010, Mr. Clarke, 46, has had a 19-year career at PartnerRe, during which time he was instrumental in building the Company’s Global reinsurance business. He was appointed Head of Credit and Surety, Global in 2001, becoming Deputy Head of Specialty Lines, Global in 2002, Head of Property and Casualty, Global in 2006 and Head of Specialty Lines, Global in 2008.  Mr. Clarke holds a Master’s Degree in Business Administration from the University Paris, IX – Dauphine, specializing in Finance and Controlling and an MBA in International Business from Baruch College of CUNY.

Board of Directors

On March 24, 2016, the sole common shareholder of the Company appointed Emmanuel Clarke as a director of the Company. Mr. Clarke, as President and Chief Executive Officer of the Company, will not be separately compensated in his role as a director of the Company.

In his role as Chairman of the Company’s Board of Directors, Mr. Elkann will receive annual cash compensation of US$250,000 and an annual deferred cash award of US$250,000. The other directors of the Company, namely Mario Bonaccorso, Brian Dowd, Patrick Thiele, and Enrico Vellano, will receive annual cash compensation of US$100,000 and an annual deferred cash award of US$100,000. Mr. Dowd and Mr. Thiele will receive an additional US$50,000 cash compensation for their role as members of the Audit Committee. In addition, all directors of the Company (other than Mr. Clarke) will enter into indemnification agreements with the Company. The form of indemnification agreement will be attached as an exhibit to the Company’s Form 10-Q.

There is no arrangement or understanding between Mr. Clarke and any other persons pursuant to which he was appointed as a director of the Company. There are no transactions in which Mr. Clarke has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On March 24, 2016, the Company issued a press release announcing the appointment of Mr. Clarke as CEO. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated March 24, 2016.

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: March 30, 2016

PARTNERRE LTD.
By:	/s/ Marc Wetherhill
Name:	Marc Wetherhill
Title:	Chief Legal Counsel

‎

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated March 24, 2016.

EX-99.1

Exhibit 99.1

News Release

PartnerRe Announces New Chairman of the Board and Names CEO

§ John Elkann appointed as Chairman of the Board

§ Emmanuel Clarke named as Chief Executive Officer

PEMBROKE, Bermuda, March 24, 2016 – The Board of Directors of PartnerRe Ltd. (NYSE:PRE) announced today that John Elkann, Chairman and CEO of EXOR, has been appointed Chairman of PartnerRe’s Board of Directors and that Emmanuel Clarke, President of PartnerRe Ltd., has been named President and Chief Executive Officer (CEO) of PartnerRe Ltd., subject to approval by Bermuda immigration.

Mr. Elkann commented, “I am honored to assume the role of Chairman of PartnerRe, and very pleased that we can appoint from within the company a CEO of the caliber and experience of Emmanuel Clarke. His intimate knowledge of PartnerRe and his deep understanding of the sector will prove crucial as we embrace the challenges and the many exciting opportunities we have in front of us."

Formerly CEO of PartnerRe Global and a member of the executive management team since 2010, Mr. Clarke, 46, has had a 19-year career at PartnerRe, during which time he was instrumental in building the Company’s Global reinsurance business. He was appointed Head of Credit and Surety, Global in 2001, becoming Deputy Head of Specialty Lines, Global in 2002, Head of Property and Casualty, Global in 2006 and Head of Specialty Lines, Global in 2008. 

Mr. Clarke holds a Master’s Degree in Business Administration from the University Paris, IX – Dauphine, specializing in Finance and Controlling and an MBA in International Business from Baruch College of CUNY.

Commenting on his appointment, Mr. Clarke said, “I am thrilled to accept the Board's appointment. PartnerRe is at an exciting place in its evolution, and I look forward to working with the Board and our talented teams to build on the success we have achieved so far. PartnerRe is strongly positioned to deliver value through high quality partnerships and responsive, reliable reinsurance solutions.” 

_____________________________________________

PartnerRe Ltd. is a leading global reinsurer, providing multi-line reinsurance to insurance companies. The Company, through its wholly owned subsidiaries, also offers capital markets products that include weather and credit protection to financial, industrial and service companies. Risks reinsured include property, casualty, motor, agriculture, aviation/space, catastrophe, credit/surety, engineering, energy, marine, specialty property, specialty casualty, multi-line and other lines in its Non-life operations, mortality, longevity and accident and health in its Life and Health operations, and alternative risk products. For the year ended December 31, 2015, total revenues were $5.4 billion. At December 31, 2015, total assets were $21.4 billion, total capital was $7.7 billion and total shareholders’ equity attributable to PartnerRe was $6.9 billion.

PartnerRe on the Internet: www.partnerre.com

Forward-looking statements contained in this press release are based on the Company’s assumptions and expectations concerning future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. PartnerRe’s forward-looking statements could be affected by numerous foreseeable and unforeseeable events and developments such as exposure to catastrophe, or other large property and casualty losses, credit, interest, currency and other risks associated with the Company’s investment portfolio, adequacy of reserves, levels and pricing of new and renewal business achieved, changes in accounting policies, risks associated with implementing business strategies, and other factors identified in the Company’s filings with the Securities and Exchange Commission. In light of the significant uncertainties inherent in the forward-looking information contained herein, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made. The Company disclaims any obligation to publicly update or revise any forward-looking information or statements.

Contacts:	PartnerRe Ltd.	Sard Verbinnen & Co.
	(441) 292-0888	(212) 687-8080
	Investor Contact: Robin Sidders	Robin Weinberg/Spencer Waybright
	Media Contact: Celia Powell

PartnerRe Ltd. Wellesley House South, 5th Floor 90 Pitts Bay Road Pembroke, Bermuda HM 08 Telephone +1 441 292 0888 Fax +1 441 292 6080 www.partnerre.com