Item 5.07 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): April 25, 2014
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 April 25, 2014. Voting results for each matter voted upon are as follows:
a. Amendments to our Articles of Association to provide for the declassification of the Board of Directors:
 
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
 
230,018,361
146,143
145,205
12,223,230

b. The election of three Class I Directors to hold office until 2015:
 
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
 
 
 
 
 
Michael McGavick
229,499,648
671,923
138,138
12,223,230
Anne Stevens
228,516,462
1,655,997
137,250
12,223,230
John Vereker
229,464,235
691,705
153,769
12,223,230
    
c. The appointment of PricewaterhouseCoopers LLP to act as the registered independent public accounting firm for the Company for the year ending December 31, 2014, 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
 
238,516,973
3,887,000
128,966

d. The non-binding, advisory vote on the Company’s executive compensation:
 
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
 
211,376,147
18,797,623
135,939
12,223,230

e. 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
 
191,419,134
50,915,427
198,378

f. 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
 
164,200,853
65,928,010
180,846
12,223,230

g. Amendments to our Articles of Association (i) to reflect the renewal of authority to issue shares, warrants, convertible instruments and options under Irish law and (ii) to grant the Board of Directors authority to capitalize Company reserves without requiring shareholder approval:
 
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
 
191,118,177
51,193,476
221,286

h. The amendment and restatement of the Directors Stock & Option Plan to extend its expiration date to June 14, 2024:
 
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
 
224,435,772
5,724,437
149,500
12,223,230





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:     April 28, 2014
XL Group plc
(Registrant)

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