Submission of Matters to a Vote of Security

Enstar Group Limited (the “Company” or “Enstar”) held its Annual Meeting on June 9, 2021. At the Annual Meeting, the shareholders voted on the following four proposals and cast their votes as described below.

Proposal No. 1

: Vote to approve the amendment of the Company’s Bye-Laws to declassify the Board of Directors over a three-year period. This proposal was approved. There were a total of 873,984 broker non-votes on this proposal.

For

Against

Abstain

14,207,801

3,676

4,660

Proposal No. 2

: Election of Class III Directors. The individuals listed below were elected to serve a term expiring at the annual general meeting of shareholders in 2022. There were a total of 873,984 broker non-votes with respect to each nominee.

 

Director

For

Against

Abstain

Su san L. Cross

14,177,343

19,345

19,449

Hans-Peter Gerhardt

12,840,653

1,356,116

19,368

Dominic Silvester

13,394,770

818,074

3,293

Poul Winslow

12,856,521

1,356,398

3,218

Proposal No. 3

: Advisory vote to approve executive compensation. This proposal was approved. There were a total of 873,984 broker non-votes on this proposal.

For

Against

Abstain

8,906,152

5,289,764

20,221

Proposal No. 4

: Ratification of the selection of KPMG Audit Limited to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 and authorization of the Board of Directors, acting through the Audit Committee, to approve the fees for the independent registered public accounting firm. This proposal was approved. There were no broker non-votes on this proposal.

For

Against

Abstain

15,068,838

8,763

12,520

Item 9.01. Financial Statements and Exhibits

Exhibits

Exhibit

No.

Description

3.1

Sixth Amended and Restated Bye-Laws of Enstar Group Limited

101

Pursuant to Rule 406 of Regulation S-T, the cover page information in formatted in Inline XBRL

104

Cover page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

1

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.

ENSTAR GROUP LIMITED

June 15, 2021

By:

/s/ Audrey B. Taranto

Audrey B. Taranto

General Counsel and Corporate Secretary




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