ITEM 5.02    Departure of Directors or Certain Officers; Election or Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers

At the 2020 Annual General Meeting of Shareholders of Everest Re Group, Ltd. (the "Company") held on May 11, 2020, the Company's shareholders approved the Everest Re Group, Ltd. 2020 Stock Incentive Plan (the "2020 Plan") to replace the expiring Everest Re Group, Ltd. 2010 Stock Incentive Plan. A more complete description of the 2020 Plan is contained in the Company's proxy statement dated April 9, 2020 (the "2020 Proxy Statement") as filed with the Securities and Exchange Commission, under the heading "Proposal No. 4-Approval of the Everest Re Group, Ltd. 2020 Stock Incentive Plan," which section is hereby incorporated herein by reference. The 2020 Plan provides for the grant of non-qualified and incentive stock options, stock appreciation rights, restricted stock, and stock awards. Awards may be granted under the 2020 Plan to employees as defined under the 2020 Plan. The total number of shares that may be granted under the 2020 Plan is 1,400,000 subject to the provisions of the 2020 Plan. The descriptions of the 2020 Plan set forth herein and in the 2020 Proxy Statement are qualified in their entirety by reference to the complete text of the 2020 Plan; see Exhibit 10.1 hereto for the complete text of the 2020 Plan.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)The Annual General Meeting of Shareholders of the registrant was held on May 11, 2020.

(b)The shareholders elected Director nominees John J. Amore, Juan C. Andrade, William F. Galtney, Jr., John A. Graf, Merly Hartzband, Gerri Losquadro, Roger M. Singer, Joseph V. Taranto and John A. Weber; appointed PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020; approved, by non-binding advisory vote, the 2019 compensation paid to the Company's Named Executive Officers and approved the 2020 Everest Re Group, Ltd. Stock Incentive Plan.

The votes cast with respect to each such matter are as follows:

Total Shares Represented at the Meeting in Person or Proxy 41,911,737

Election of directors each to serve a one year period to expire at the 2021 Annual General Meeting of Shareholders





                                         VOTES FOR   AGAINST  ABSTAIN  NON-VOTES  UNCAST
Election of directors each to serve a
one year period to
expire at the 2021 Annual General
Meeting of Shareholders

John J. Amore                            40,068,507 758,509   42,926   1,041,795 -
Juan C. Andrade                          40,308,162 520,418   41,362   1,041,795 -
William F. Galtney, Jr.                  38,052,208 2,775,814 41,920   1,041,795 -
John A. Graf                             40,309,238 518,884   41,820   1,041,795 -
Meryl Hartzband                          40,772,341 66,096    31,505   1,041,795 -
Gerri Losquadro                          40,425,724 413,333   30,885   1,041,795 -
Roger M. Singer                          40,250,359 577,439   42,144   1,041,795 -
Joseph V. Taranto                        39,792,132 1,034,411 43,399   1,041,795 -
John A. Weber                            38,863,009 1,964,983 41,950   1,041,795 -

Appointment of PricewaterhouseCoopers
LLP as the Company's
independent registered public accounting
firm for the year ending
December 31, 2020                        39,886,062 1,976,279 49,396   -         -

Approval, by non-binding advisory vote,
of the 2019 compensation
paid to the Company's Named Executive
Officers                                 38,409,410 2,420,820 39,712   1,041,795 -

Approval of the Everest Re Group, Ltd.
2020 Stock Incentive Plan                39,191,225 1,640,217 38,500   1,041,795 -

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS






Exhibit
Number     Description of Document               Page No.

  10.1       Everest Re Group, Ltd. 2020 Stock
             Incentive Plan                      5

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