Global Indemnity Group, LLC 8-K, filed Aug 27, 2020
Global Indemnity Group, LLC (GBLI)
About this 8-K
Global Indemnity Group, LLC filed this 8-K on August 27, 2020, reporting on events of August 25, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
None | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
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 August 25, 2020, the Company held a special meeting (the “Scheme Meeting”) of the holders of its A ordinary shares and B ordinary shares (together, the “Shareholders”) and an extraordinary general meeting (the “Extraordinary Meeting” and, together with the Scheme Meeting, the “Meetings”) of its Shareholders. The proposals submitted to a vote of the Shareholders at the Meetings are described in detail in the Company’s Proxy Statement filed on July 23, 2020 .
The final results of voting for each matter are as follows:
Scheme Meeting
Proposal 1: Scheme of Arrangement Proposal
| Votes For |
Votes Against | Abstain | Broker non-votes | |||
| 11,444,328 |
1,059,161 | 274 | ——— |
Extraordinary Meeting
Proposal 2: EGM Scheme of Arrangement Proposal
| Votes For |
Votes Against | Abstain | Broker non-votes | |||
| 48,692,317 |
1,074,348 | 174 | ——— |
Proposal 3: GI Bermuda Transaction Proposal
| Votes For |
Votes Against | Abstain | Broker non-votes | |||
| 48,692,376 |
1,074,289 | 174 | ——— |
Proposal 4: The Adjournment Proposal
The adjournment proposal was rendered moot in light of the approval of Proposal 1, Proposal 2 and Proposal 3.
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: August 27, 2020 | By: | /s/ Thomas M. McGeehan | ||||
| Name: Thomas M. McGeehan | ||||||
| Title: Chief Financial Officer | ||||||