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Section 1: 8-K (8-K)






Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2019




(Exact name of registrant as specified in its charter)




Cayman Islands   001-37779   98-1354810

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

4th Floor

Boundary Hall, Cricket Square

Grand Cayman, Cayman Islands


(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (800) 445-6758

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))

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:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Ordinary shares, par value $.0001 per share   FG   New York Stock Exchange
Warrants to purchase ordinary shares   FG WS   New York Stock Exchange




Item 5.07 Submission of Matters to a Vote of Security Holders

FGL Holdings (the “Company”) held its 2019 annual general meeting of shareholders (the “Meeting”) on May 7, 2019. The matters that were voted upon at the Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter where applicable are set forth below.

(i) To elect three Class C Directors:


    For     Against     Abstain  

Christopher O. Blunt

    178,083,628       595,210       775,896  

Timothy M. Walsh

    156,600,225       22,078,495       776,014  

Menes O. Chee

    154,934,946       23,743,892       775,896  

There were 18,616,310 broker non-votes represented at the Meeting with respect to this matter.

(ii) To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2019:


For   Against   Abstain
195,456,219   1,847,044   767,781

There were 0 broker non-votes represented at the Meeting with respect to this matter.


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.


May 10, 2019     FGL HOLDINGS
    By:   /s/ Eric L. Marhoun
      Name: Eric L. Marhoun
      Title: Secretary and General Counsel
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