Filing Compare · UNITED AMERICA INDEMNITY, LTD

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): ~~May 27~~June 4, 2010

United America Indemnity, Ltd.
(Exact name of registrant as specified in its charter)


Cayman Islands	000-50511	98-0417107
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Walker House, 87 Mary Street, George Town,Grand Cayman KY1-9002, Cayman Islands		None
Walker House 87 Mary Street George Town Grand Cayman Cayman Islands		KY1-9002
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (345) 949-0100

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders

On ~~May~~June 274, 2010, United America Indemnity, Ltd. (the “Company”) held aits ~~special~~2010 ~~court-ordered~~Annual General ~~meeting~~Meeting of ~~its common~~ shareholders (the “~~Special~~Annual ~~Meeting”)~~General ~~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~~The ~~shareholders~~proposals ofsubmitted ~~the Company voted~~ to ~~approve~~ a ~~proposal~~vote ~~that~~of ~~will result in~~ the shareholders ~~holding~~ ~~shares~~at in the ~~newly-formed~~meeting ~~Irish~~are ~~company,~~described in ~~Global~~detail ~~Indemnity~~in ~~plc, rather than~~ the Company,’s ~~a Cayman~~definitive ~~Islands~~proxy ~~company,~~statement ~~pursuant to a scheme of arrangement~~ filed with the ~~Grand Court of the~~ ~~Cayman~~Securities ~~Islands (the “Scheme of Arrangement”)~~ and aExchange ~~proposal~~Commission toon ~~create “distributable reserves” for Global Indemnity plc~~April 30, ~~which,~~2010. ~~under~~The ~~Irish~~final ~~law,~~results ~~is required to make distributions and pay dividends~~of ~~or,~~voting ~~generally,~~for ~~repurchase~~each ~~shares~~matter inare ~~the~~as ~~future.~~follows:

AProposal ~~quorum~~1: ~~was~~Election ~~present at the Special Meeting, as required by the Company’s memorandum and articles~~ of ~~association and Cayman Islands law. Pursuant to Cayman Islands law, the Scheme of Arrangement~~directors ~~must be approved by the affirmative vote of a majority in number of the holders of the Company’s~~ ~~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~~The ~~forth~~following ~~below~~individuals iswere elected to the ~~number~~Company’s Board of ~~votes~~Directors ~~cast~~to ~~for~~hold ~~and~~office ~~against/withheld,~~for ~~and~~ the ~~number~~term ~~of abstention~~expiring ~~votes~~at ~~and~~the ~~broker~~2011 ~~non-votes,~~Annual ~~with~~General ~~respect~~Meeting toof ~~each~~shareholders ~~matter~~or ~~voted~~until ~~upon~~their bysuccessors are ~~the~~elected ~~shareholders~~and qualified:

Special Court-Ordered			Against/				Broker
	Votes For		Votes Against		Abstain		Broker non-votes
Common Shareholder Meeting:	For		Withheld		Abstained		Non-Votes
Saul A. Fox		259,548,930		14,722,473		4,453		2,210,264
Approval of the Scheme of Arrangement attached as Annex A to the Special Meeting Proxy		55,095,723		65,824		2,146		0
Larry A. Frakes		266,644,007		7,627,396		4,453		2,210,264
Approval of the establishment of distributable reserves of Global Indemnity plc, as described in the Special Meeting Proxy		272,199,019		65,224		4,146		0
Stephen A. Cozen		261,963,509		12,307,894		4,453		2,210,264
Approval of the proposal to adjourn the Special Meeting to a later date if insufficient votes are received to approve the Scheme of Arrangement		268,706,220		3,561,349		820		0
James R. Kroner		265,452,786		8,818,617		4,453		2,210,264
Michael J. Marchio		263,141,002		11,130,401		4,453		2,210,264
Seth J. Gersch		266,609,759		7,661,644		4,453		2,210,264
Chad A. Leat		263,938,112		10,333,291		4,453		2,210,264

1Proposal ~~Represents~~2: ~~all~~Ratification ~~holders,~~of ~~class~~the appointment Aof ~~and~~PricewaterhouseCoopers ~~class~~LLP B,as ofthe Company’s independent registered public accounting firm for 2010 and to authorize the Company’s Board ~~common~~of ~~shares~~Directors, acting through its Audit Committee, to set the fees for PricewaterhouseCoopers LLP.

2The proposal was approved by the following vote:

SIGNATURES

~~Pursuant~~Proposal to3: ~~the~~Wind ~~requirements~~River ~~of the Securities Exchange Act of 1934~~Reinsurance Company, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Ltd.

	UNITED AMERICA INDEMNITY, LTD.
	By:	/s/ Thomas M. McGeehan
DATE: June 1, 2010		Thomas M. McGeehan
		Chief Financial Officer (Authorized Signatory and Principal Financial and Accounting Officer)

Election of directors

3The following individuals were elected to Wind River Reinsurance Company’s Board of Directors:


	Votes For		Votes Against		Broker non-votes
Alan Bossin		272,953,559		1,322,297		2,210,264
Larry A. Frakes		272,985,981		1,289,875		2,210,264
Troy W. Santora		272,953,659		1,322,197		2,210,264
Janita Burke (alternative director)		272,953,659		1,322,197		2,210,264

Ratification of the appointment of PricewaterhouseCoopers, Hamilton, Bermuda as the independent auditor of Wind River Reinsurance Company, Ltd. for 2010.

The proposal was approved by the following vote:


Votes For	Votes Against		Abstain		Broker non-votes
275,070,555		1,407,531		8,034	—

SIGNATURES

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.

UNITED AMERICA INDEMNITY, LTD.

DATE: June 10, 2010

By: /s/ Thomas M. McGeehan
Thomas M. McGeehan
Chief Financial Officer (Authorized Signatory and
Principal Financial and Accounting Officer)

Votes Against

Broker non-votes