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 16, 2026
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 | ||
(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 12, 2026, the Company held its 2026 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, 2026, there were 8,101,374 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 2027. The tabulation of votes was as follows:
| Director Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||
| Sanjay Madhu | 2,593,023 | 179,956 | 14,004 | 1,896,269 | ||||||||||||
| Arun Gowda | 2,585,419 | 187,560 | 14,004 | 1,896,269 | ||||||||||||
| Dwight Merren | 2,507,661 | 265,318 | 14,004 | 1,896,269 | ||||||||||||
| Wrendon Timothy | 2,492,810 | 280,169 | 14,004 | 1,896,269 | ||||||||||||
| Lesley Thompson | 2,432,035 | 265,449 | 89,499 | 1,896,269 | ||||||||||||
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, 2026 was ratified as set forth below:
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 4,389,427 | 140,608 | 153,217 | - | ||||||||||
Proposal 3: Approval of the compensation of the Company’s named Executive Officers
The proposal to cast a non-binding advisory vote on a resolution approving the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission. was approved as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 2,130,908 | 586,173 | 69,902 | 1,896,269 | ||||||||||
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 16, 2026 | 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.