SiriusPoint Ltd false 0001576018 0001576018 2024-05-20 2024-05-20 0001576018 us-gaap:CommonStockMember 2024-05-20 2024-05-20 0001576018 us-gaap:SeriesBPreferredStockMember 2024-05-20 2024-05-20

 

 

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 21, 2024 (May 20, 2024)

 

 

SIRIUSPOINT LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda   001-36052   98-1599372
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

Point Building
3 Waterloo Lane
Pembroke HM 08 Bermuda
(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: +1 441 542-3300

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:

 

☐

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))

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

 

Title of each class

  

Trading
symbol(s)

  

Name of each exchange
on which registered

Common Shares, $0.10 par value   SPNT   New York Stock Exchange
8.00% Resettable Fixed Rate Preference Shares, Series B, $0.10 par value, $25.00 liquidation preference per share   SPNT PB   New York Stock Exchange

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 Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders

SiriusPoint Ltd. (the “Company”) held its 2024 annual general meeting of shareholders (the “Annual Meeting”) on May 20, 2024.

Set forth below is a brief description of each matter voted upon at the Annual Meeting and the results of voting on each such matter. The proposals are described in more detail the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2024, as amended (the “Proxy Statement”) for the Annual Meeting.

The voting results provided below take into account certain voting limitations and reallocation of voting power in accordance with the Company’s Bye-laws, as amended (the “Bye-laws”) and as described in the Proxy Statement. In accordance with the Investor Rights Agreement between the Company and CM Bermuda Ltd. dated February 26, 2021, the voting power of CM Bermuda Ltd., its affiliates and its related persons in the Company is capped at 9.9% as described further in the Proxy Statement. Additionally, shares that are treated as “controlled shares” (as determined pursuant to sections 957 and 958 of the Internal Revenue Code of 1986, as amended) of any U.S. person (that owns shares directly or indirectly through non-U.S. entities) are limited, in the aggregate, to a voting power of less than 9.5%, under a formula specified in the Company’s Bye-laws and as further described in the Proxy Statement.

(1) The Company’s shareholders elected four Class II directors to serve until the annual general meeting of shareholders to be held in 2027, or until his or her successor has been elected and qualified or until his or her office shall otherwise be vacated pursuant to the Company’s Bye-laws as set forth below.

 

Director Name

   

For

   

Withheld

   

Broker Non-Votes

Bronek Masojada (Class II)

    102,007,883    4,033,734    8,189,311

Daniel S. Loeb (Class II)

    102,360,536    3,681,081    8,189,311

Mehdi A. Mahmud (Class II)

    81,608,050    24,433,567    8,189,311

Jason Robart (Class II)

    92,927,763    13,113,854    8,189,311

(2) The Company’s shareholders approved, by a non-binding advisory vote, the compensation paid to the Company’s named executive officers as set forth below.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

87,240,810   18,728,973   71,834   8,189,311

(3) The Company’s shareholders approved the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Company’s independent auditor to serve until the annual general meeting to be held in 2025, and the authorization of the board of directors of the Company (the “Board”), acting by the Audit Committee of the Board, to determine the independent auditor’s remuneration as set forth below.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

114,115,520   97,864   17,544   0

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.   

Description

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

 

    SIRIUSPOINT LTD.
Date: May 21, 2024     By:  

/s/ Linda S. Lin

      Linda S. Lin
      Chief Legal Officer & Secretary
v3.24.1.1.u2
Document and Entity Information
May 20, 2024
Document And Entity Information [Line Items]  
Entity Registrant Name SiriusPoint Ltd
Amendment Flag false
Entity Central Index Key 0001576018
Document Type 8-K
Document Period End Date May 20, 2024
Entity Incorporation State Country Code D0
Entity File Number 001-36052
Entity Tax Identification Number 98-1599372
Entity Address, Address Line One Point Building
Entity Address, Address Line Two 3 Waterloo Lane
Entity Address, City or Town Pembroke
Entity Address, Postal Zip Code HM 08
Entity Address, Country BM
City Area Code 441
Local Phone Number 542-3300
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Shares, $0.10 par value
Trading Symbol SPNT
Security Exchange Name NYSE
Series B Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 8.00% Resettable Fixed Rate Preference Shares, Series B, $0.10 par value, $25.00 liquidation preference per share
Trading Symbol SPNT PB
Security Exchange Name NYSE
SiriusPoint (NYSE:SPNT)
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