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Global Indemnity Group, LLC 8-K, filed Jun 18, 2020

Global Indemnity Group, LLC (GBLI)

8-K 2020-06-18 For: 2020-06-17
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Added on April 09, 2026

About this 8-K

Global Indemnity Group, LLC filed this 8-K on June 18, 2020, reporting on events of June 17, 2020.

Items reported

  • Item 5.07: Shareholder vote results

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 17, 2020

Global Indemnity Limited

(Exact name of registrant as specified in its charter)

Cayman Islands 001-34809 98-1304287
(State or other jurisdiction<br><br><br>of incorporation) (Commission<br><br><br>File Number) (I.R.S. Employer<br><br><br>Identification No.)
27 Hospital Road<br><br><br>George Town, Grand Cayman<br><br><br>KY1-9008, Cayman Islands None
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(Address of principal executive offices) (Zip Code)

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

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<br>CFR 240.14a-12)
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on whichregistered
A Ordinary Shares GBLI NASDAQ Global Select Market
7.75% Subordinated Notes due 2045 GBLIZ NASDAQ Global Select Market
7.875% Subordinated Notes due 2047 GBLIL NASDAQ 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 the 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 17, 2020, the Company held its 2020 Annual General Meeting. The proposals submitted to a vote of the shareholders at the meeting are described in detail in the Company’s Proxy Statement. The final results of voting for each matter are as follows:

Proposal 1: Election of directors

The following individuals were elected to the Company’s Board of Directors to hold office for the term expiring at the 2020 Annual General Meeting of shareholders or until their successors are duly elected and qualified:

Votes For Votes Against Abstain Broker non-votes
Saul A. Fox 47,985,015 1,907,731 0 425,936
Joseph W. Brown 49,750,807 141,939 0 425,936
Michele A. Colucci 49,757,825 134,921 0 425,936
Seth J. Gersch 49,710,780 181,966 0 425,936
Jason B. Hurwitz 49,758,177 134,569 0 425,936
Bruce R. Lederman 49,778,355 114,391 0 425,936
Cynthia Y. Valko 49,724,219 168,527 0 425,936
James D. Wehr 49,750,807 141,939 0 425,936

Proposal 2: To act on a matter concerning Global Indemnity Reinsurance Company, Ltd.

A. Election of directors and alternate director of Global Indemnity Reinsurance Company, Ltd.<br>

The following individuals were elected to Global Indemnity Reinsurance Company Ltd.’s Board of Directors:

Votes For Votes Against Abstain Broker non-votes
Stephen Green 49,841,718 51,028 0 425,936
Terence J. Power 49,841,718 51,028 0 425,936
Cynthia Y. Valko 49,841,718 51,028 0 425,936
Marie-Joelle Chapleau (alternative director) 49,841,718 51,028 0 425,936
Grainne Richmond (alternative director) 49,841,718 51,028 0 425,936
B. To ratify the appointment of Ernst & Young, Ltd., Hamilton, Bermuda, as the independent auditor of<br>Global Indemnity Reinsurance Company, Ltd.
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The proposal was approved by the following vote:

Votes For Votes Against Abstain Broker non-votes
49,841,718 51,028 0 425,936

Proposal 3: To ratify the appointment of the Company’s independent auditors and to authorize the Company’s Board of Directors, acting through its Audit Committee to determine its fees.

The proposal was approved by the following vote:

Votes For Votes Against Abstain Broker non-votes
50,309,997 8,680 5 —

Proposal 4: To approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers as disclosed pursuant to the rules of the Securities and Exchange Commission as set forth in the Company’s proxy statement for the 2020 Annual General Meeting:

Votes For Votes Against Abstain Broker non-votes
49,672,394 183,901 36,451 425,936

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.

Global Indemnity Limited
Date: June 18, 2020 By: /s/ Thomas M. McGeehan
Name: Thomas M. McGeehan
Title: Chief Financial Officer