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): February 9, 2022
GLOBAL INDEMNITY GROUP, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 001-34809 | 85-2619578 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Three Bala Plaza East, Suite 300 Bala Cynwyd, PA | 19004 | |
| (Address of principal executive offices) | (Zip Code) |
(610) 664-1500
(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 (see General Instruction A.2. below):
| ☐ | 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 | ||
| Class A Common Shares, no par value | GBLI | New York Stock Exchange | ||
| 7.875% Subordinated Notes due 2047 | GBLL | New York Stock Exchange |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors. |
Effective February 9, 2022, James R. Holt, Jr. joined the Board of Directors of Global Indemnity Group, LLC (“GBLI”) pursuant to the Class B Majority Shareholder’s rights under GBLI’s Second Amended and Restated Limited Liability Company Agreement. Mr. Holt will serve as a member of the Audit Committee, the Nomination, Compensation & Governance Committee, the Enterprise Risk Management Committee, and the Technology Committee.
Mr. Holt is party to an agreement with the Class B Majority Shareholder pursuant to which he will become a director. The agreement provides that the Class B Majority Shareholder may remove him at any time and Mr. Holt agrees to immediately resign from the Board upon the request of the Class B Majority Shareholder. Mr. Holt agrees to act in accordance with the GBLI’s Insider Trading Policy, that a duty of confidentiality is owed to the GBLI and the Class B Majority Shareholder, and to keep the Class B Majority Shareholder updated on developments at GBLI.
Mr. Holt is not party to any transaction with GBLI that would require disclosure under Item 404(a) of Regulation S-K.
As a director, Mr. Holt will be subject to the non-executive director compensation plan as described in GBLI’s Definitive Proxy Statement on Schedule 14A filed on April 30, 2021. Mr. Holt will not be party to any other material plan, contract or arrangement or any grant or award under any such plan, contract or arrangement that was entered into in connection with his appointment.
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 | ||||||
| February 15, 2022 | By: /s/ Stephen W. Ries | |||||
| Name: Stephen W. Ries | ||||||
| Title: Secretary | ||||||