RENAISSANCERE HOLDINGS LTD 8-K

What Happened

• RenaissanceRe Holdings Ltd. (RNR) filed an 8-K on May 6, 2026 reporting results of its May 5, 2026 Annual General Meeting. Shareholders re-elected four Class I directors, approved an advisory vote on executive compensation, approved a new RenaissanceRe Holdings Ltd. 2026 Long‑Term Incentive Plan (LTIP) replacing the Prior Plan (2016), and reappointed PricewaterhouseCoopers Ltd. as auditor.
• The LTIP authorizes grants of options, restricted stock, RSUs, SARs, performance awards and other stock-based awards. The plan authorizes 1,250,000 new common shares for grant plus any shares remaining available under the Prior Plan; the LTIP’s share limit is reduced as awards become outstanding. The full LTIP text is attached as Exhibit 10.1 to the filing.

Key Details

• Record date / outstanding shares: March 5, 2026 — 43,153,808 common shares entitled to vote; quorum present: 40,162,748 shares (93.06%).
• Director elections (terms to 2029 AGM) — vote totals:
  • James L. Gibbons: For 34,398,054; Against 4,005,559; Abstain 23,812; Broker non‑votes 1,735,323.
  • Shyam Gidumal: For 36,300,904; Against 2,102,244; Abstain 24,277; Broker non‑votes 1,735,323.
  • Stephen C. Hooley: For 37,067,648; Against 1,335,998; Abstain 23,779; Broker non‑votes 1,735,323.
  • Torsten Jeworrek: For 36,662,152; Against 1,741,496; Abstain 23,777; Broker non‑votes 1,735,323.
• LTIP vote: For 28,846,544; Against 9,490,927; Abstain 89,954; Broker non‑votes 1,735,323.
• Advisory "say-on-pay" vote: For 37,045,795; Against 1,353,449; Abstain 28,181; Broker non‑votes 1,735,323.
• Auditor appointment (PricewaterhouseCoopers Ltd.) approved: For 40,132,329; Against 2,946; Abstain 27,473.

Why It Matters

• The LTIP gives RenaissanceRe an updated vehicle to grant equity incentives to employees, officers, directors and consultants, which the company says is intended to align management and shareholder interests and support retention. Investors should note the authorized share pool (1,250,000 new shares plus remaining Prior Plan shares) and that future grants will reduce that limit, which can affect dilution over time.
• Voting results show strong support for management on director elections and auditor appointment, and strong support for pay in the advisory vote, but the LTIP approval drew a sizable negative vote (about 9.5 million shares against), indicating some shareholder concern or scrutiny over the plan’s terms or potential dilution.
• No changes to officers or other material financial results were reported in this filing. The LTIP document is filed as Exhibit 10.1 for investors who want the complete terms.