Global Indemnity Group, LLC 8-K, filed Jun 9, 2025
Global Indemnity Group, LLC (GBLI)
About this 8-K
Global Indemnity Group, LLC filed this 8-K on June 9, 2025, reporting on events of June 4, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Appointment
On June 4, 2025, the Board of Directors (the “Board”) of Global Indemnity Group, LLC (the “Company”) was expanded from six to seven members and, pursuant to that certain Third Amended and Restated Limited Liability Company Agreement, dated January 16, 2025, of the Company (such amended and restated agreement, the “Third LLCA”), Jason C. Murgio was appointed by the Class B Majority Shareholder (as defined below) to the Board to serve as a Designated Director (as defined below).
Mr. Murgio serves as a Principal and the Chief Executive Officer of Merger & Acquisition Services, Inc. (“Merger & Acquisition Services”), a leading advisory and financial services firm specializing in the insurance industry. Mr. Murgio also serves as a director of Investors Heritage Life Insurance Company and Hudson Life & Annuity Company. He earned a Bachelor of Arts from Union College in Schenectady, New York.
As previously disclosed, under the Third LLCA, the Class B Majority Shareholder is any person or group that, together with their respective affiliates, holds, beneficially or of record, (i) a majority of the outstanding Class B common shares and (ii) shares representing in the aggregate, at least twenty-five percent (25%) of the voting power of the Company’s outstanding voting shares. Fox Paine Capital Fund II International, L.P (the “Fox Paine Fund”) and Fox Mercury Investments LP (collectively with certain of its affiliates, the “FM Entities” and, together with the Fox Paine Fund and Fox Paine & Company, LLC, the “Fox Paine Entities”), are the sole Class B Majority Shareholder. Pursuant to Section 5.3 of the Third LLCA, the Class B Majority Shareholder is entitled, but is not obligated, to appoint certain directors of the Board (the “Designated Directors”).
Effective June 4, 2025, the Class B Majority Shareholder appointed Mr. Murgio to serve as a Designated Director for a term beginning on June 4, 2025, and continuing until December 31, 2025. Mr. Murgio is a party to an agreement with the Class B Majority Shareholder pursuant to which he became a director.
As noted above, Mr. Murgio serves as a Principal and the Chief Executive Officer of Merger & Acquisition Services. The Company has paid Merger & Acquisition Capital Services, LLC, an affiliate of Merger & Acquisition Services, approximately $400,000 since the beginning of the Company’s last fiscal year for certain advisory services provided to the Company in connection with its internal corporate reorganization.
As a director, Mr. Murgio will be subject to the Company’s Non-Employee Director Compensation Plan (“Director Compensation Plan”), which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025 (“Proxy Statement”). As permitted under the Director Compensation Plan, the Chairperson of the Board has granted, and the Board has approved, an accommodation under the Director Compensation Plan, such that Mr. Murgio would not be subject to any obligation to repay “Gross-Up Amounts” (as described in the Proxy Statement) to the Company as a result of Mr. Murgio’s roles with Merger & Acquisition Services during his tenure on the Board and thereafter, notwithstanding that Merger & Acquisition Services has provided, and is expected to continue to provide from time to time, advisory services to other insurance industry participants, which may include competitors of the Company.
In connection with Mr. Murgio’s appointment to the Board, the Board has granted a waiver of the conflict of interest provisions of the Company’s Code of Business Conduct and Ethics to permit Mr. Murgio to continue in his roles with Merger & Acquisition Services during his tenure on the Board.
| Item 7.01 | Regulation FD Disclosure. |
On June 9, 2025, the Company issued a news release with respect to the appointment of Mr. Murgio to the Board, a copy of which is furnished with this Current Report on Form 8-K (Current Report) as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information in this Item 7.01 of this Current Report (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial |
Statements and Exhibits.
(d) Exhibits
| 99.1 | News Release of Global Indemnity Group, LLC (Furnished solely for purposes of Item 7.01 of this Current Report on Form 8-K) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 Group, LLC | ||||||
| June 9, 2025 | By: | /s/ Brian J. Riley | ||||
| Name: | Brian J. Riley | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||
Exhibit 99.1
PRESS RELEASE
For release: June 9, 2025
Global Indemnity Group, LLC Announces Appointment of Jason C. Murgio to the Board of Directors
Wilmington, Delaware (June 9, 2025) – Global Indemnity Group, LLC (NYSE: GBLI) (“GBLI”) today announced the appointment of Jason C. Murgio, Principal and Chief Executive Officer of Merger & Acquisition Services, Inc., to its Board of Directors, effective June 4, 2025. Merger & Acquisition Services, Inc. is a leading advisory and financial services firm specializing in the insurance industry.
“We are delighted to welcome Jason Murgio to our Board of Directors,” said Saul Fox, Chairman of GBLI. “Jason brings a wealth of expertise in insurance mergers and acquisitions. Having collaborated with him and his firm for more than 15 years on numerous strategic initiatives, I am confident that his insights will be invaluable as GBLI continues to grow and innovate.”
Mr. Murgio commented, “It is a true honor to join the GBLI Board of Directors. As the company enters a period of significant opportunity and growth, I look forward to leveraging my experience to help guide GBLI through the dynamic and evolving insurance landscape. This is an exciting time for the organization, and I am eager to contribute to its future success.”
About Mr. Murgio
Mr. Murgio serves as a Principal and the Chief Executive Officer of Merger & Acquisition Services, Inc., as well as a director of each of Investors Heritage Life Insurance Company and Hudson Life & Annuity Company. He earned a Bachelor of Arts from Union College in Schenectady, New York.
About Global Indemnity Group, LLC and its subsidiaries
Global Indemnity Group, LLC (NYSE:GBLI) is a publicly listed holding company for property and casualty insurance-related businesses.
Global Indemnity holds controlling interests in:
| • | Penn-America Underwriters, LLC consists of (i) three agencies: Penn-America Insurance Services, LLC, J.H. Ferguson and Associates, LLC, which includes the Vacant Express division, and Collectibles Insurance Services, LLC that source, underwrite, and service policies and (ii) two strategic insurance product and service businesses: Liberty Insurance Adjustment Agency, Inc., a claims adjustment and claims service business and Kaleidoscope Insurance Technologies, Inc., a proprietary insurance software and services provider. |
| • | Belmont Holdings GX, Inc. includes five state-regulated insurance carriers: Penn-Patriot Insurance Company, Diamond State Insurance Company, Penn-Star Insurance Company, Penn-America Insurance Company, and United National Insurance Company, each of which are rated “A” (Excellent) by AM Best. |
| • | Belmont Asset Management (“BAM”) works with property & casualty insurance companies to enhance investment portfolio performance. |
For more information, visit the Company’s website at www.gbli.com.
Forward-Looking Information
The forward-looking statements contained in this press release1 do not address a number of risks and uncertainties. Investors are cautioned that Global Indemnity’s actual results may be materially different from the estimates expressed in, or implied, or projected by, the forward looking statements. These statements are based on estimates and information available to us at the time of this press release. All forward-looking statements in this press release are based on information available to Global Indemnity as of the date hereof. Please see Global Indemnity’s filings with the Securities and Exchange Commission for a discussion of risks and uncertainties which could impact the Company and for a more detailed explication regarding forward-looking statements. Global Indemnity does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
[1] Disseminated pursuant to the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934.
| Contact: | Brian Riley |
Chief Financial Officer
(610) 660-6817
briley@gbli.com