United America Indemnity 8-K 2010
Date of Report (Date of earliest event reported): May 27, 2010
United America Indemnity, Ltd.
Registrants telephone number, including area code: (345) 949-0100
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 27, 2010, United America Indemnity, Ltd. (the Company) held a special court-ordered meeting of its common shareholders (the Special Meeting) as described in the proxy statement filed by the Company with the Securities and Exchange Commission on April 22, 2010 (the Special Meeting Proxy). As described in the Special Meeting Proxy, at the Special Meeting, the common shareholders of the Company voted to approve a proposal that will result in the shareholders holding shares in the newly-formed Irish company, Global Indemnity plc, rather than the Company, a Cayman Islands company, pursuant to a scheme of arrangement filed with the Grand Court of the Cayman Islands (the Scheme of Arrangement) and a proposal to create distributable reserves for Global Indemnity plc, which, under Irish law, is required to make distributions and pay dividends or, generally, repurchase shares in the future.
A quorum was present at the Special Meeting, as required by the Companys memorandum and articles of association and Cayman Islands law. Pursuant to Cayman Islands law, the Scheme of Arrangement must be approved by the affirmative vote of a majority in number of the holders of the Companys common shares1, present and voting as a single class, representing 75% or more in value (which is par value) of all common shares present and voting on the proposal, whether in person or by proxy.
Set forth below is the number of votes cast for and against/withheld, and the number of abstention votes and broker non-votes, with respect to each matter voted upon by the shareholders:
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.