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Oxbridge Re (OXBR) investors back board, auditor and say-on-pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Oxbridge Re Holdings Limited reported results of its 2026 Annual Meeting of Shareholders held on June 12, 2026. On the April 15, 2026 record date, 8,101,374 ordinary shares were outstanding and entitled to vote.

Shareholders elected five directors—Sanjay Madhu, Arun Gowda, Dwight Merren, Wrendon Timothy, and Lesley Thompson—to serve until the 2027 annual meeting. Votes for individual nominees ranged from 2,432,035 to 2,593,023, with broker non-votes of 1,896,269 for each.

Shareholders ratified the appointment of Hacker, Johnson & Smith, P.A. as independent auditor for the year ending December 31, 2026, with 4,389,427 votes for, 140,608 against, and 153,217 abstentions. They also approved, on a non-binding advisory basis, the compensation of named executive officers, with 2,130,908 votes for, 586,173 against, 69,902 abstentions, and 1,896,269 broker non-votes.

Positive

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Negative

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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.
Shares entitled to vote 8,101,374 shares Ordinary shares outstanding as of April 15, 2026 record date
Top director votes for 2,593,023 votes Votes for director nominee Sanjay Madhu
Broker non-votes on directors 1,896,269 votes Broker non-votes recorded for each director nominee
Auditor ratification votes for 4,389,427 votes For appointment of Hacker, Johnson & Smith, P.A. for 2026
Auditor ratification votes against 140,608 votes Against appointment of independent auditor for 2026
Say-on-pay votes for 2,130,908 votes For non-binding advisory approval of named executive officer compensation
Say-on-pay votes against 586,173 votes Against non-binding advisory approval of executive compensation
broker non-votes financial
"Broker Non-Votes --------------------------------------------------------------- 2,130,908 ... 1,896,269"
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
"The proposal to cast a non-binding advisory vote on a resolution approving 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.
independent auditor financial
"ratification of the Appointment of Independent Auditor The appointment of Hacker, Johnson & Smith, P.A. as the Company’s independent auditor"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
Annual Meeting of Shareholders regulatory
"the Company held its 2026 Annual Meeting of Shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
named executive officers financial
"approving 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.
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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 16, 2026

 

 

 

OXBRIDGE RE HOLDINGS LIMITED

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands   001-36346   98-1150254

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Suite 201,

42 Edward Street, Georgetown P.O. Box 469

Grand Cayman, Cayman Islands

  KY1-9006
(Address of Principal Executive Office)   (Zip Code)

 

Registrant’s telephone number, including area code: (345) 749-7570

 

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
Ordinary Shares (par value $0.001)   OXBR   The Nasdaq Stock Market LLC
Warrants to Purchase Ordinary Shares   OXBRW  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 June 12, 2026, the Company held its 2026 Annual Meeting of Shareholders. The Company previously filed the Proxy Statement and related materials pertaining to the Annual Meeting of Shareholder with the Securities and Exchange Commission. On the record date of April 15, 2026, there were 8,101,374 ordinary shares outstanding and entitled to vote at the Annual Meeting of Shareholders.

 

Proposal 1: Election of Directors

 

Five nominees for the Board of Directors were elected to serve as directors of the Company, each to hold office in accordance with the Articles of Association of the Company until the annual general meeting of shareholders of the Company in 2027. The tabulation of votes was as follows:

 

Director Nominee  Votes For   Votes Against   Abstain   Broker Non-Votes 
                 
Sanjay Madhu   2,593,023    179,956    14,004    1,896,269 
                     
Arun Gowda   2,585,419    187,560    14,004    1,896,269 
                     
Dwight Merren   2,507,661    265,318    14,004    1,896,269 
                     
Wrendon Timothy   2,492,810    280,169    14,004    1,896,269 
                     
Lesley Thompson   2,432,035    265,449    89,499    1,896,269 

 

Proposal 2: Ratification of the Appointment of Independent Auditor

 

The appointment of Hacker, Johnson & Smith, P.A. as the Company’s independent auditor for the fiscal year ending December 31, 2026 was ratified as set forth below:

 

For   Against   Abstain   Broker Non-Votes 
4,389,427    140,608    153,217    - 

 

Proposal 3: Approval of the compensation of the Company’s named Executive Officers

 

The proposal to cast a non-binding advisory vote on a resolution approving the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission. was approved as follows:

 

For   Against   Abstain   Broker Non-Votes 
2,130,908    586,173    69,902    1,896,269 

 

 

 

 

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.

 

  OXBRIDGE RE HOLDINGS LIMITED
   
  /s/ Wrendon Timothy
Date: June 16, 2026 Wrendon Timothy
  Chief Financial Officer and Secretary
  (Principal Accounting Officer and Principal Financial Officer)

 

A signed original of this Form 8-K has been provided to Oxbridge Re Holdings Limited and will be retained by Oxbridge Re Holdings Limited and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

FAQ

What did Oxbridge Re (OXBR) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three main items: electing five directors, ratifying Hacker, Johnson & Smith, P.A. as independent auditor for 2026, and approving on a non-binding advisory basis the compensation of the company’s named executive officers as disclosed in its proxy materials.

How many Oxbridge Re (OXBR) shares were entitled to vote at the 2026 meeting?

On the April 15, 2026 record date, 8,101,374 ordinary shares of Oxbridge Re were outstanding and entitled to vote. This figure sets the maximum potential voting power for the 2026 Annual Meeting of Shareholders described in the company’s disclosure.

Were all Oxbridge Re (OXBR) director nominees elected in 2026?

Yes, all five director nominees were elected. Votes for individual nominees ranged from 2,432,035 to 2,593,023, with each nominee receiving more votes for than against, plus 1,896,269 broker non-votes recorded for each director election item at the meeting.

Did Oxbridge Re (OXBR) shareholders ratify the 2026 independent auditor?

Yes, shareholders ratified Hacker, Johnson & Smith, P.A. as the independent auditor for the year ending December 31, 2026. The vote totals were 4,389,427 for, 140,608 against, and 153,217 abstentions, with no broker non-votes reported on this proposal.

How did Oxbridge Re (OXBR) shareholders vote on executive compensation in 2026?

Shareholders approved, on a non-binding advisory basis, the compensation of named executive officers. The proposal received 2,130,908 votes for, 586,173 against, and 69,902 abstentions, along with 1,896,269 broker non-votes, indicating support for the disclosed pay program.

Who signed the Oxbridge Re (OXBR) report on the 2026 shareholder meeting results?

The report was signed on behalf of Oxbridge Re Holdings Limited by Wrendon Timothy, who serves as Chief Financial Officer and Secretary, and is identified as the principal accounting officer and principal financial officer in the company’s disclosure dated June 16, 2026.

Filing Exhibits & Attachments

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