Form 8-K - Current report

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): December 5, 2023

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.)

112 S. French St., Suite 105

Wilmington, DE

19801

(Address of principal executive offices)

(Zip Code)

(302) 691-6276

(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

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 Officers

Effective December 5, 2023, Fred Karlinsky 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. Karlinsky is a Shareholder and Co-Chair of Greenberg Traurig, LLP’s Global Insurance Regulatory and Transactions Practice Group. He has over 30 years of experience representing insurers, reinsurers and other insurance related entities. Mr. Karlinsky is an adjunct professor of law at Florida State University College of Law and currently chairs the Florida Supreme Court Judicial Nominating Commission. He has a bachelor of science from the University of Miami and juris doctorate from Florida State University College of Law. Mr. Karlinsky will serve on the Conflicts, Nomination, Compensation, & Governance, Enterprise Risk Management, and Technology Committees.

Mr. Karlinsky is party to an agreement with the Class B Majority Shareholder pursuant to which he became a director. The agreement provides that the Class B Majority Shareholder may remove him at any time and Mr. Karlinsky agrees to immediately resign from the Board upon the request of the Class B Majority Shareholder. Mr. Karlinsky agrees to act in accordance with the GBLI’s Insider Trading Policy, that a duty of confidentiality is owed to GBLI and to the Class B Majority Shareholder, and to keep the Class B Majority Shareholder updated on developments at GBLI.

Mr. Karlinsky is not party to any transaction with GBLI that would require disclosure under Item 404(a) of Regulation S-K. As a director, Mr. Karlinsky will be subject to the non-executive director compensation plan as described in GBLI’s Definitive Proxy Statement on Schedule 14A filed on April 28, 2023. Mr. Karlinsky 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

December 7, 2023	By:	/s/ Stephen W. Ries

		Name: Stephen W. Ries
		Title: Secretary

Document and Entity Information	Dec. 05, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001494904
Document Type	8-K
Document Period End Date	Dec. 05, 2023
Entity Registrant Name	GLOBAL INDEMNITY GROUP, LLC
Entity Incorporation State Country Code	DE
Entity File Number	001-34809
Entity Tax Identification Number	85-2619578
Entity Address, Address Line One	112 S. French St.
Entity Address, Address Line Two	Suite 105
Entity Address, City or Town	Wilmington
Entity Address, Country	DE
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19801
City Area Code	(302)
Local Phone Number	691-6276
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Shares, no par value
Trading Symbol	GBLI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false