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): March 8, 2005 RENAISSANCERE HOLDINGS LTD. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) BERMUDA 34-0-26512 98-014-1974 ------------------------------ ----------------------- ----------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Renaissance House 8-20 East Broadway, Pembroke Bermuda HM 19 -------------------------------------------------------- ---------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (441) 295-4513 -------------- 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: [ ] 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)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On March 8, 2005, the Compensation and Corporate Goverance Committee (the "Compensation Committee") of the Board of Directors of RenaissanceRe Holdings Ltd. (the "Company") determined the criteria to be used in establishing awards to be made under the Company's 2001 Stock Incentive Plan, for 2005. The Committee also took the following actions with respect to the compensation of the Company's executive officers: 2005 2005 2005 RESTRICTED LTIP SALARY(1) BONUS(2) 2005 OPTION STOCK PAYOUT(3) NAME AND PRINCIPAL POSITION ($) ($) GRANT (#) GRANT ($) ($) ----------------------------------------------------------------------------------------------------------- JAMES N. STANARD 0 0 0 0 0 Chairman and Chief Executive Officer WILLIAM I. RIKER 0 0 0 0 176,206 President, & Chief Executive Officer, Glencoe Group JOHN M. LUMMIS 316,108 1,700,000 0 0 121,801 Executive Vice President, Chief Operating Officer and Chief Financial Officer JOHN D. NICHOLS 100,000 0 0 0 87,155 Executive Vice President KEVIN J. O'DONNELL 250,369 220,646 0 0 79,983 Senior Vice President, Catastrophe Reinsurance MICHAEL W. CASH 231,111 220,646 0 0 54,892 Senior Vice President, Specialty Reinsurance (1) New base salary amounts that take effect on April 1, 2005. (2) The 2005 bonus for John M. Lummis is being made pursuant to the established terms of his employment agreement. The 2005 bonuses for Kevin J. O'Donnell and Michael W. Cash represent formulaically derived "target" amounts modified in accordance with the criteria referenced above in light of 2004 operating performance. (3) As the Company's Long Term Incentive Bonus Program for plan cycles beginning in 2003 has been eliminated, these payments reflect payments made with respect to the plan cycles that began before 2003. Under the program, bonuses are paid over a four-year period if the Company achieves pre-established performance targets within the four-year performance cycle. ------------ Compensation for all named officers was replaced or reduced in light of the special grant of "premium" stock options under the RenaissanceRe Holdings Ltd. 2004 Stock Option Incentive Plan, as previously disclosed in the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 2, 2004. On March 8 and 9, 2005, the Compensation Committee undertook its regular annual review of the compensation of non-employee directors. As part of this review, the Compensation Committee approved the following compensation arrangements for its non-employee directors, effective March 9, 2005. Each non-employee director will receive: a) a 2005 annual retainer of $40,000 cash; b) a 2005 per meeting fee of $3,000 cash; and c) a grant of shares of RenaissanceRe Holdings Ltd. restricted stock having, at the time of grant, an aggregate fair market value of $100,000, vesting ratably over a three year period. The restricted stock grants to non-employee directors are made pursuant to the Amended and Restated RenaissanceRe Holdings Ltd. Non-Employee Director Stock Plan and the form of grant agreement which is attached as Exhibit 10.1 to this Current Report on Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit # Description --------- ----------- 10.1 Form of Grant Agreement for Directors SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RENAISSANCERE HOLDINGS LTD. Date: March 14, 2005 By: /s/ Stephen H. Weinstein -------------- ------------------------------- Name: Stephen H. Weinstein Title: General Counsel & Corporate Secretary INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 10.1 Form of Grant Agreement for Directors