Date of Report (Date of earliest event reported):
June 6, 2018
(State or other jurisdiction of
O'Hara House, One Bermudiana Road, Hamilton, Bermuda
(Address of principal executive offices)
(Former name or former address, if changed since last report)
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 o
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 o
Proposal 1 - Approval of the Merger Agreement, the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended, and the merger.
Proposal 2 - Approval on an advisory (non-binding) basis, of the compensation that may be paid or become payable to XL’s named executive officers in connection with the merger.
Proposal 3 - Approval of an adjournment of the special general meeting, if necessary or appropriate, to solicit additional proxies, in the event that there were insufficient votes to approve Proposal 1 at the special general meeting.
/s/ Kirstin Gould
General Counsel and Secretary