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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

February 24, 2022
Date of report (Date of earliest event reported) 

GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter) 
Cayman Islands001-33493N/A

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS employer identification no.)
65 Market Street 
Suite 1207, Jasmine Court
P.O. Box 31110
Camana Bay
Grand Cayman
Cayman IslandsKY1-1205
(Address of principal executive offices)(Zip code)

(345) 943-4573
(Registrant’s telephone number, including area code)

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):
 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 classTrading Symbol(s)Name of each exchange on which registered
Class A Ordinary SharesGLRENasdaq Global Select Market

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).
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 8.01 Other Events

On February 24, 2022, Greenlight Capital Re, Ltd. (the “Registrant”) issued a press release announcing that it will hold its 2022 Annual General Meeting of Shareholders (the “Annual Meeting”) on July 26, 2022. The time and location of the Annual Meeting will be set forth in the Registrant’s proxy materials.

Because the date of the Annual Meeting is more than 30 days from the anniversary of the Registrant’s 2021 annual general meeting of shareholders, the deadline for the submission of proposals by shareholders for inclusion in the Registrant’s proxy materials relating to the Annual Meeting in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, will be the close of business on March 24, 2022, which the Registrant believes is a reasonable time before it expects to begin to print and send its proxy materials. Any proposal received after such date will be considered untimely.

In accordance with the Registrant’s Third Amended and Restated Memorandum and Articles of Association, as revised (the “Articles”), shareholders who intend to nominate a person for election as a director or submit a proposal regarding any other matter of business at the Annual Meeting must deliver written notice of any proposed business or nomination to the Secretary of the Registrant at the Registrant’s registered office no later than the close of business on April 27, 2022. Any notice of proposed business or nomination must comply with the specific requirements set forth in the Articles in order to be considered at the Annual Meeting.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated February 24, 2022.





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.

 
 GREENLIGHT CAPITAL RE, LTD.
 (Registrant)
   
 By:/s/ Neil Greenspan              
 Name:Neil Greenspan
 Title:Chief Financial Officer
 Date:February 24, 2022