Item 5. Other Information
Item 5. Other Information
Executive Ownership and Sales
From time to time, some of the Company’s directors and executives may determine that it is advisable to diversify their investments for personal financial planning reasons, or may seek liquidity for other reasons, and may sell common shares of the Company in the open market, in private transactions or to the Company. To effect such sales, some of the Company’s directors and executives have previously entered into, and may in the future enter into, trading plans designed to comply with the Company’s Insider Trading and Outside Investments Policy and the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934. The trading plans will not reduce any of the executives’ ownership of the Company’s shares below the applicable executive stock ownership guidelines. The Company does not undertake any obligation to report Rule 10b5-1 plans that may be adopted by any employee or director of the Company in the future, or to report any modifications or termination of any publicly announced plan.
Submission of Matters to a Vote of Security Holders
(a) The 2022 Annual General Meeting of Shareholders of the Company was held on May 4, 2022.
(b) Matters voted on at the meeting and the number of votes cast:
1. To elect nine directors to the Board of Directors of Maiden Holdings, Ltd. to serve until the 2023 Annual General Meeting of Shareholders or until their successors have been duly elected or appointed and qualified:
Name Votes For Withheld Broker Non-Vote
Barry D. Zyskind 51,506,390 363,242 23,937,645
Holly L. Blanchard 51,307,091 562,541 23,937,645
Patrick J. Haveron 51,447,152 422,480 23,937,645
Simcha G. Lyons 47,143,698 4,725,934 23,937,645
Lawrence F. Metz 51,568,264 301,368 23,937,645
Raymond M. Neff 49,539,390 2,330,242 23,937,645
Yehuda L. Neuberger 49,280,579 2,589,053 23,937,645
Steven H. Nigro 49,539,244 2,330,388 23,937,645
Keith A. Thomas 45,248,628 6,621,004 23,937,645
2. To vote on a non-binding advisory resolution to approve the compensation of certain executive officers:
Votes For Votes Against Abstain Broker Non-Vote
33,991,707 14,264,128 3,613,797 23,937,645
3. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2022 fiscal year:
Votes For Votes Against Abstain Broker Non-Vote
75,692,046 96,215 19,016 —
Item 6. Exhibits.
Exhibit
No. Description
31.1 Section 302 Certification of CEO
31.2 Section 302 Certification of CFO
32.1 Section 906 Certification of CEO
32.2 Section 906 Certification of CFO
101.1 The following materials from Maiden Holdings, Ltd. Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 formatted in Inline XBRL: (i) unaudited Condensed Consolidated Balance Sheets; (ii) unaudited Condensed Consolidated Statements of Income; (iii) unaudited Condensed Consolidated Statements of Comprehensive Income; (iv) unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity; (v) unaudited Condensed Consolidated Statements of Cash Flows; and (vi) Notes to unaudited Condensed Consolidated Financial Statements.
60
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.
MAIDEN HOLDINGS, LTD.
By:
May 10, 2022 /s/ Lawrence F. Metz
Lawrence F. Metz
President and Co-Chief Executive Officer
/s/ Patrick J. Haveron
Patrick J. Haveron
Co-Chief Executive Officer and Chief Financial Officer
61
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.