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): May 16, 2022

RenaissanceRe Holdings Ltd.

(Exact name of registrant as specified in its charter)

(441) 295-4513

(Registrant’s telephone number, including area code)

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

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

The shareholders of RenaissanceRe Holdings Ltd. (the “Company”) approved the First Amended and Restated 2016 Long-Term Incentive Plan (the “2016 Plan Restatement”) at the Company’s annual meeting of shareholders on May 16, 2022 (the “Annual Meeting”). The Company’s Board of Directors (the “Board”), upon the recommendation of the Corporate Governance and Human Capital Management Committee of the Board, previously approved the 2016 Plan Restatement, subject to shareholder approval. Additional information regarding the results of the Company’s Annual Meeting is set forth below in this Report under Item 5.07.

The 2016 Plan Restatement increases the number of common shares, par value $1.00 per share, of the Company reserved for issuance under the plan by 925,000 shares and makes certain updates to eliminate plan provisions that were included in order to allow the Company to grant awards that would qualify as “performance-based” compensation for purposes of the exception to the deduction limitation under Section 162(m) of the Internal Revenue Code prior to the repeal of such exception under the Tax Cuts and Jobs Act of 2017. The 2016 Plan Restatement also (i) extends the term of the plan until May 15, 2032, (ii) clarifies the treatment of awards during a participant’s approved unpaid leave of absence, (iii) clarifies that the Company may accelerate a participant’s termination date following the participant’s provision of notice of his or her intention to resign at a future date without changing the characterization of the termination, and (iv) provides that the repurchase price for repurchases by the Company of unvested restricted shares following a participant’s termination will be equal to the lesser of (x) the fair market value of the restricted shares on the date of repurchase, and (y) the original purchase price paid for the restricted shares less any dividends or other distributions or bonus received in respect of the restricted shares prior to the date of repurchase.

The foregoing description of the 2016 Plan Restatement does not purport to be complete and is qualified in its entirety by the full text of the 2016 Plan Restatement, which is attached as Appendix B to the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2022, and is incorporated by reference herein as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2022 Annual General Meeting of Shareholders (the “Annual Meeting”) of the Company was held on Monday, May 16, 2022 in Pembroke, Bermuda. As of March 16, 2022, the record date for the Annual Meeting, there were 44,192,900 common shares, par value $1.00 per share, issued and outstanding. A quorum of 41,471,705 common shares was present or represented at the Annual Meeting.

The final results of the votes regarding the proposals described in the Proxy Statement are as follows:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.