Current Report Filing (8-k)
June 15 2017 - 5:08PM
Edgar (US Regulatory)
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): June 14, 2017
Global Indemnity Limited
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-34809
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98-1304287
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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27 Hospital Road
George Town, Grand Cayman
KY1-9008, Cayman Islands
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None
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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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.
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Submission of Matters to a Vote of Security Holders
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On June 14, 2017, the Company held its 2017
Annual General Meeting. The proposals submitted to a vote of the shareholders at the meeting are described in detail in the Companys 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 Companys Board of Directors to hold office for the term expiring at the 2017 Annual General Meeting of shareholders or until their successors are duly elected and qualified:
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Votes For
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Votes Against
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Abstain
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Broker non-votes
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Saul A. Fox
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50,277,132
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1,143,162
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1,471
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396,911
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Joseph W. Brown
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51,397,149
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24,308
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308
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396,911
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Raphael L. de Balmann
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51,382,077
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26,795
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12,893
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396,911
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Seth J. Gersch
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51,412,901
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7,033
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1,831
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396,911
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John H. Howes
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51,387,386
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32,548
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1,831
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396,911
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Bruce R. Lederman
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51,404,661
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15,633
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1,471
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396,911
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Cynthia Y. Valko
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51,412,064
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9,393
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308
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396,911
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Proposal 2: To act on a matter concerning Global Indemnity Reinsurance Company, Ltd.
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A.
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Election of directors and alternate director of Global Indemnity Reinsurance Company, Ltd.
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The following
individuals were elected to Global Indemnity Reinsurance Company Ltd.s Board of Directors:
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Votes For
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Votes Against
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Abstain
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Broker non-votes
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Stephen Green
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51,413,277
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476
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8,012
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396,911
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Terence J. Power
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51,383,413
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30,340
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8,012
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396,911
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Cynthia Y. Valko
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51,413,764
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2,476
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5,525
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396,911
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Marie-Joelle Chapleau (alternative director)
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51,413,132
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621
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8,012
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396,911
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Grainne Richmond (alternative director)
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51,413,132
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621
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8,012
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396,911
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B.
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To ratify the appointment of Ernst & Young, Ltd., Hamilton, Bermuda, as the independent auditor of Global Indemnity Reinsurance Company, Ltd.
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The proposal was approved by the following vote:
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Votes For
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Votes Against
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Abstain
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Broker non-votes
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51,811,292
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1,636
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5,748
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Proposal 3: To ratify the appointment of the Companys independent auditors and to authorize the Companys
Board of Directors, acting through its Audit Committee to determine its fees.
The proposal was approved by the following vote:
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Votes For
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Votes Against
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Abstain
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Broker non-votes
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51,815,202
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1,636
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1,838
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Proposal 4: To approve, in a non-binding, advisory vote, the compensation of the Companys named executive
officers as disclosed pursuant to the rules of the Securities and Exchange Commission as set forth in the Companys proxy statement for the 2017 Annual General Meeting:
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Votes For
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Votes Against
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Abstain
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Broker non-votes
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51,088,990
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330,928
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1,847
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396,911
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Proposal 5: To recommend, in a non-binding advisory vote, the frequency of shareholder votes to approve the compensation
of the Companys named executive officers as disclosed pursuant to the rules of the Securities and Exchange Commission in the Companys proxy statements:
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1 year
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2 years
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3 years
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Abstain
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Broker non-votes
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2,381,388
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6,034
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49,033,809
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534
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396,911
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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.
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Global Indemnity Limited
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Date: June 15, 2017
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By:
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/s/ Thomas M. McGeehan
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Name: Thomas M. McGeehan
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Title: Chief Financial Officer
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