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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 14, 2024

 

 

 

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 14, 2024, the Company held its 2024 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, 2024, there were 6,006,661 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 2025. The tabulation of votes was as follows:

 

Director Nominee   Votes For   Votes Against   Abstain   Broker Non-Votes
                 
Sanjay Madhu   1,920,798   91,584   52   2,047,016
                 
Arun Gowda   1,917,634   94,797   3   2,047,016
                 
Dwight Merren   1,918,746   93,672   16   2,047,016
                 
Wrendon Timothy   1,906,407   106,011   16   2,047,016
                 
Lesley Thompson   1,870,813   91,248   50,373   2,047,016

 

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, 2024 was ratified as set forth below:

 

For   Against   Abstain   Broker Non-Votes
4,053,226   2,615   3,609   -

 

 
 

 

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 17, 2024 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.

 

 

 

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Cover
Jun. 14, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 14, 2024
Entity File Number 001-36346
Entity Registrant Name OXBRIDGE RE HOLDINGS LIMITED
Entity Central Index Key 0001584831
Entity Tax Identification Number 98-1150254
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One Suite 201
Entity Address, Address Line Two 42 Edward Street, Georgetown
Entity Address, Address Line Three P.O. Box 469
Entity Address, City or Town Grand Cayman
Entity Address, Country KY
Entity Address, Postal Zip Code KY1-9006
City Area Code (345)
Local Phone Number 749-7570
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Ordinary Shares (par value $0.001)  
Title of 12(b) Security Ordinary Shares (par value $0.001)
Trading Symbol OXBR
Security Exchange Name NASDAQ
Warrants to Purchase Ordinary Shares  
Title of 12(b) Security Warrants to Purchase Ordinary Shares
Trading Symbol OXBRW
Security Exchange Name NASDAQ
Oxbridge Re (NASDAQ:OXBRW)
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