Maiden Holdings, Ltd. 10-Q

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 2023 Annual General Meeting of Shareholders of the Company was held on May 3, 2023. (b) Matters voted on at the meeting and the number of votes cast: 117,145,741 common shares were voted at the Annual General Meeting. Per the bye-laws of the Company in which the voting power is adjusted to the extent necessary so that there is no 9.5% voter, 27,857,056 common shares held by Maiden Reinsurance Ltd. were restricted from voting. 1. To elect nine directors to the Board of Directors of Maiden Holdings, Ltd. to serve until the 2024 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 43,317,383 2,332,141 43,639,161 Holly L. Blanchard 43,416,987 2,232,537 43,639,161 Patrick J. Haveron 43,456,079 2,193,445 43,639,161 Simcha G. Lyons 42,311,010 3,338,514 43,639,161 Lawrence F. Metz 43,435,140 2,214,384 43,639,161 Raymond M. Neff 43,448,568 2,200,956 43,639,161 Yehuda L. Neuberger 43,422,852 2,226,672 43,639,161 Steven H. Nigro 43,534,108 2,115,416 43,639,161 Keith A. Thomas 42,576,978 3,072,546 43,639,161 67 2. To increase the authorized share capital of the Company from US$1,500,000 divided into 150,000,000 shares of par value US$0.01 each, to US$2,000,000 divided into 200,000,000 of par value US$0.01 each; Votes For Votes Against Abstain Broker Non-Vote 43,091,210 2,489,612 68,702 43,639,161 3. To vote on a non-binding advisory resolution to approve the compensation of certain of our executive officers: Votes For Votes Against Abstain Broker Non-Vote 42,976,217 2,537,432 135,875 43,639,161 4. To vote on a non-binding advisory proposal to determine the frequency (whether 1 Year, 2 Years or 3 Years) with which shareholders of the Company shall be entitled to have an advisory vote on executive compensation: 1 Year 2 Years 3 Years Abstain Broker Non-Vote 41,263,298 88,156 3,687,093 610,977 43,639,161 5. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2023 fiscal year: Votes For Votes Against Abstain Broker Non-Vote 87,908,926 1,208,397 171,362 — Item 5.02 Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers (c) On May 3, 2023, Patrick J. Haveron was appointed as the Chief Executive Officer, Chief Financial Officer and principal executive officer. Senior Vice President – Finance Mark O. Heintzman was appointed as the principal financial officer. Lawrence F. Metz was appointed as Executive Vice Chairman of the Board of Directors and Group President. (e) On May 3, 2023, the annual base salary for Patrick J. Haveron was increased to $950,000. Further, Mr. Metz shall receive an annual board fee of $125,000. The employment agreements of Patrick J. Haveron and Lawrence F. Metz were extended until May 1, 2028. A copy of the form of employment agreement of Messrs. Haveron and Metz is incorporated by reference to the filing of such exhibit with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the SEC on March 13, 2012 (File No. 001-34042). 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, 2023 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. 68 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 9, 2023 /s/ Patrick J. Haveron Patrick J. Haveron Chief Executive Officer and Chief Financial Officer (Principal Executive Officer) /s/ Mark O. Heintzman Mark O. Heintzman Senior Vice President - Finance (Principal Financial Officer) 69