STOCK TITAN

Greenlight Capital Re (Nasdaq: GLRE) holders approve board, auditor and say-on-pay

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Greenlight Capital Re, Ltd. held its Annual General Meeting of Shareholders on July 28, 2026. Shareholders elected all nominated directors to serve until the 2027 Annual General Meeting, with individual nominees receiving between about 19.7 million and 20.8 million votes “for” and 4,523,741 broker non-votes recorded on each director proposal.

Shareholders ratified the appointment of Deloitte Ltd. as independent auditors for the fiscal year ending December 31, 2026, with 25,993,079 votes for, 7,051 against, and 23,685 abstentions. They also approved, by a non-binding advisory vote, the compensation of named executive officers, with 20,297,031 votes for, 949,887 against, 253,156 abstentions, and 4,523,741 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Greg Richardson 20,771,997 Votes cast in favor of director nominee Greg Richardson at the 2026 Annual General Meeting
Votes against Greg Richardson 722,495 Votes cast against director nominee Greg Richardson at the 2026 Annual General Meeting
Broker non-votes on director items 4,523,741 Broker non-votes recorded on each director election proposal
Votes for Deloitte ratification 25,993,079 Votes in favor of ratifying Deloitte Ltd. as independent auditors for 2026
Votes for say-on-pay 20,297,031 Votes in favor of the non-binding advisory resolution on named executive officer compensation
broker non-votes regulatory
"Against | 949,887 Abstain | 253,156 Broker non-votes | 4,523.741"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory vote regulatory
"Shareholders approved, by a non-binding advisory vote, the compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
named executive officers regulatory
"the compensation of the Company’s named executive officers as disclosed"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did GLRE shareholders vote on at the July 28, 2026 Annual Meeting?

GLRE shareholders voted on director elections, auditor ratification, and executive pay. All nominated directors were elected, Deloitte Ltd. was ratified as auditor for 2026, and the compensation of named executive officers received 20,297,031 votes in favor in a non-binding advisory vote.

Were all Greenlight Capital Re (GLRE) director nominees elected in 2026?

Yes. All listed director nominees were elected to serve until the 2027 Annual General Meeting. For example, Greg Richardson received 20,771,997 votes for, 722,495 against, 5,582 abstentions, and there were 4,523,741 broker non-votes on his election proposal.

How did GLRE shareholders vote on ratifying Deloitte as auditor for 2026?

Shareholders ratified Deloitte Ltd. as GLRE’s independent auditors for the year ending December 31, 2026. The proposal received 25,993,079 votes for, 7,051 votes against, and 23,685 abstentions, with no broker non-votes reported for this item.

What were the results of GLRE’s 2026 say-on-pay advisory vote?

Shareholders approved GLRE’s named executive officer compensation in a non-binding advisory vote. The proposal received 20,297,031 votes for, 949,887 against, and 253,156 abstentions, with 4,523,741 broker non-votes recorded on the compensation item.

How many broker non-votes occurred on GLRE director and pay proposals?

Each director election proposal showed 4,523,741 broker non-votes. The non-binding advisory vote on named executive officer compensation also recorded broker non-votes, reported as 4,523,741 in the voting results summary for that compensation item.
0001385613false00013856132026-07-282026-07-28


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

July 28, 2026
Date of report (Date of earliest event reported) 

GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter) 
Cayman Islands001-33493N/A

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS employer identification no.)
65 Market Street
Suite 1207, Jasmine Court
P.O. Box 31110
Camana Bay
Grand Cayman
Cayman IslandsKY1-1205
(Address of principal executive offices)(Zip code)
(205) 291-3440
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):
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 classTrading Symbol(s)Name of each exchange on which registered
Ordinary SharesGLRENasdaq Global Select Market

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 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 July 28, 2026, the Company held its Annual General Meeting of Shareholders (the “Annual Meeting”) to consider the proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”). The final results for each of the matters voted on at the Annual Meeting were as follows:

1.The following individuals were elected as directors of the Company until the Annual General Meeting of Shareholders of the Company in 2027 (the “2027 Meeting”), based upon the following votes:
Director
For
Against
Abstain
Broker non-votes
Greg Richardson20,771,997 722,495 5,582 4,523,741 
David Einhorn20,534,423 960,669 4,982 4,523,741 
Johnny Ferrari20,762,353 729,453 8,268 4,523,741 
Ursuline Foley20,407,504 1,086,988 5,582 4,523,741 
Leonard Goldberg20,590,157 904,335 5,582 4,523,741 
Victoria Guest19,699,047 1,072,364 728,663 4,523,741 
Ian Isaacs20,609,252 819,219 71,603 4,523,741 
Bryan Murphy20,624,945 815,447 59,682 4,523,741 
Joseph Platt20,662,177 832,315 5,582 4,523,741 
Daniel Roitman20,701,976 726,495 71,603 4,523,741 
Ariel Warszawski20,791,245 663,364 45,465 4,523,741 

2.The appointment of Deloitte Ltd. as the Company’s independent auditors for the fiscal year ending December 31, 2026 until the 2027 Meeting was ratified based upon the following votes:
For25,993,079 
Against7,051 
Abstain23,685 
Broker non-votes— 

3.Shareholders approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission based upon the following votes:
For20,297,031 
Against949,887 
Abstain253,156 
Broker non-votes4,523.741 





Item 9.01 Financial Statements and Exhibits
 
(d) The following exhibits are being filed herewith:
 
Exhibit No.Description of Exhibit
104Cover 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.

 
GREENLIGHT CAPITAL RE, LTD.
(Registrant)
By:/s/ Steven Archambault  
Name:Steven Archambault
Title:Chief Accounting Officer
Date:August 3, 2026

Filing Exhibits & Attachments

3 documents