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Section 1: 8-K (8-K)

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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): June 2, 2020
 
 
 
 
 
 
 
 
 
404215744_athenelogoa55.jpg
ATHENE HOLDING LTD.
 
 
 
 
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bermuda
 
001-37963
 
98-0630022
 
 
(State or other jurisdiction of
 
(Commission file number)
 
(I.R.S. Employer
 
 
incorporation or organization)
 
 
 
Identification Number)
 
96 Pitts Bay Road
Pembroke, HM 08, Bermuda
(441) 279-8400
 
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
 
Name of each exchange on which registered
Class A common shares, par value $0.001 per share
 
ATH
 
New York Stock Exchange
 
 
 
 
 
 
 
 
Depositary Shares, each representing a 1/1,000th interest in a
 
 
 
 
6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Share, Series A
 
ATHPrA
 
New York Stock Exchange
 
 
 
 
 
 
 
 
Depositary Shares, each representing a 1/1,000th interest in a
 
 
 
 
5.625% Fixed Rate Perpetual Non-Cumulative Preference Share, Series B
 
ATHPrB
 
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 (§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. ☐







Item 5.07 Submission of Matters to a Vote of Security Holders

On June 2, 2020, Athene Holding Ltd. (the “Company”) held its annual general meeting (the “AGM”) of holders of Class A common shares (the “Shareholders”). The following proposals were submitted to the Shareholders at the AGM:

1.
The election of directors to serve as Class II directors of the Company
2.
The appointment of the Company's independent auditor PricewaterhouseCoopers LLP ("PwC")
3.
The referral of the remuneration of PwC to the audit committee of the board of directors
4.
The non-binding advisory vote to approve the compensation paid to the Company’s named executive officers

Each of the foregoing proposals are described in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 21, 2020.

The Company's Class A common shares collectively represent 100% of the total votes attributable to all shares of the Company issued and outstanding, and subject to certain voting restrictions and adjustments set forth in the Company's bye-laws, each Class A common share is entitled to one vote.

The Shareholders voted as follows on the matters presented for a vote.

1.
The nominees for election to the board of directors of the Company were elected, for the terms specified, based upon the following votes:
Nominee
 
Term
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Scott Kleinman
 
2023 AGM
 
148,992,947.54
 
8,561,440
 
74,408
 
7,098,664
Lawrence Ruisi
 
2023 AGM
 
153,279,477.54
 
4,336,318
 
13,000
 
7,098,664
Hope Taitz
 
2023 AGM
 
149,062,304.54
 
8,553,398
 
13,093
 
7,098,664
Arthur Wrubel
 
2023 AGM
 
125,243,008.54
 
32,290,848
 
94,939
 
7,098,664
Fehmi Zeko
 
2023 AGM
 
126,874,743.54
 
30,679,552
 
74,500
 
7,098,664

2.
The proposal to ratify the appointment of PwC, an independent registered public accounting firm, as the Company’s independent auditor to serve until the close of the Company’s next annual general meeting in 2021, was approved based on the following votes:

Votes for approval: 164,702,497.54
Votes against: 5,457
Abstentions: 19,505

3.
The proposal to refer the remuneration of PwC to the audit committee of the board of directors of the Company was approved based on the following votes:

Votes for approval: 164,651,451.54
Votes against: 29,955        
Abstentions: 46,053

4.
The proposal requesting a non-binding advisory vote on the compensation of the Company's named executive officers received the following votes:

Votes for approval: 154,314,550.54
Votes against: 3,205,747
Abstentions: 108,498
Broker non-votes: 7,098,664








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.

 
ATHENE HOLDING LTD.
 
 
Date: June 3, 2020
/s/ John L. Golden
 
John L. Golden
 
Executive Vice President and General Counsel
 
 



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