Document
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
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Date of Report (Date of earliest event reported): | October 26, 2017 |
XL GROUP LTD
(Exact name of registrant as specified in its charter)
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Bermuda | | 1-10804 | | 98-1304974 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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O'Hara House, One Bermudiana Road, Hamilton, Bermuda | | HM 08 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (441) 292-8515
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Not Applicable |
(Former name or former address, if changed since last report) |
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):
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[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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). |
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| | | Emerging Growth Company o |
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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
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On October 26, 2017, the Board of Directors of the Company (the “Board”), acting upon the recommendation of its Nominating, Governance and External Affairs Committee, appointed James Nevels to the Board, effective immediately. He has been named to the Audit Committee, the Nominating, Governance and External Affairs Committee and to the Risk and Finance Committee of the Board.
Like all other directors of the Company, Mr. Nevels entered into indemnification agreements with the Company and XLIT Ltd. effective October 26, 2017. There are no arrangements or understandings between Mr. Nevels and any other person pursuant to which he was selected to serve as a director. No information called for by Item 404(a) of Regulation S-K is required to be disclosed herein.
In connection with the appointment of Mr. Nevels as a director of the Company, and pursuant to the terms of the Company's Amended & Restated Directors Stock & Option Plan (the "Plan"), the Board approved a grant to Mr. Nevels on October 26, 2017 of fully vested common shares equal to the pro-rated portion of the value of the annual equity award granted to non-employee members of the Board for their service between May 2017 and April 2018. The number of Shares to be granted will be determined using the last reported sale price of the Company’s common shares on October 26, 2017.
In addition, the Company has also agreed to pay Mr. Nevels a retainer fee equal to the pro rata cash portion of the annual Board and Audit Committee retainer fees payable to non-employee members of the Board and Audit Committee, respectively, until the Company's 2018 annual general meeting of shareholders.
The press release issued by the Company on October 26, 2017 announcing the appointment of Mr. Nevels to the Board is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following are filed herewith: |
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Exhibit No. | | Description |
99.1 | | Press Release ("XL Group Ltd Announces Appointment of James Nevels to Board of Directors"), dated October 26, 2017. |
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.
Date: October 26, 2017
XL Group Ltd
(Registrant)
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Title: | General Counsel and Secretary |
EXHIBIT INDEX
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Exhibit No. | | Description |
99.1 | | |