8-K
OXBRIDGE RE HOLDINGS Ltd (OXBR)
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
Dateof Report (Date of earliest event reported): June 1, 2023
OXBRIDGE
RE HOLDINGS LIMITED
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-36346 | 98-1150254 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br> File Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| Suite 201,<br><br> <br>42 Edward Street**, Georgetown P.O. Box 469**<br><br> <br>Grand Cayman, Cayman Islands | KY1-9006 | |
| --- | --- | |
| (Address<br> of Principal Executive Office) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (345) 749-7570
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Ordinary<br> Shares (par value $0.001) | OXBR | The<br> Nasdaq Stock Market LLC |
| Warrants<br> to Purchase Ordinary Shares | OXBRW | The<br> Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
On June 1, 2023, the Company held its 2023 Annual Meeting of Shareholders. The Company previously filed the Proxy Statement and related materials pertaining to the Annual Meeting of Shareholder with the Securities and Exchange Commission. On the record date of April 24, 2023, there were 5,870,234 ordinary shares outstanding and entitled to vote at the Annual Meeting of Shareholders.
Proposal1: Election of Directors
Five nominees for the Board of Directors were elected to serve as directors of the Company, each to hold office in accordance with the Articles of Association of the Company until the annual general meeting of shareholders of the Company in 2024. The tabulation of votes was as follows:
| Director Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Sanjay<br> Madhu | 2,171,374 | 44,986 | 5,915 | 2,346,825 |
| Arun<br> Gowda | 2,071,628 | 144,732 | 5,915 | 2,346,825 |
| Dwight<br> Merren | 2,072,031 | 144,329 | 5,915 | 2,346,825 |
| Wrendon<br> Timothy | 2,155,486 | 60,674 | 6,115 | 2,346,825 |
| Lesley<br> Thompson | 2,034,473 | 155,348 | 32,454 | 2,346,825 |
Proposal2: Ratification of the Appointment of Independent Auditor
The appointment of Hacker, Johnson & Smith, P.A. as the Company’s independent auditor for the fiscal year ending December 31, 2023 was ratified as set forth below:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 4,459,821 | 107,610 | 1,669 | - |
Proposal3: Approval on an Advisory, Non-Binding Basis the Company’s Executive Compensation
The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved by the following votes:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 1,782,629 | 438,532 | 1,114 | 2,346,825 |
Proposal4: Recommend Frequency of Advisory Vote on Executive Compensation
The Company’s shareholders recommended, on an advisory basis, to hold an advisory vote on the compensation of the Company’s named executive officers every three years by the votes set forth in the table below:
| 1 Year | 2 Years | 3 Years | Abstain |
|---|---|---|---|
| 884,848 | 196,748 | 1,065,505 | 75,174 |
SIGNATURE
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.
| OXBRIDGE RE HOLDINGS LIMITED | |
|---|---|
| /s/ Wrendon Timothy | |
| Date:<br> June 2, 2023 | Wrendon<br> Timothy |
| Chief<br> Financial Officer and Secretary | |
| (Principal<br> Accounting Officer and Principal Financial Officer) |
A signed original of this Form 8-K has been provided to Oxbridge Re Holdings Limited and will be retained by Oxbridge Re Holdings Limited and furnished to the Securities and Exchange Commission or its staff upon request.