James River Group Holdings Ltd. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$JRVR
Property-Casualty Insurers
Finance
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
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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. | ||||
At the 2024 annual general meeting of shareholders (the “Annual Meeting”) of James River Group Holdings, Ltd. (the “Company”) held on October 24, 2024, the Company’s shareholders approved an amendment (the “Third Amendment”) to the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan (the “2014 LTIP”). The Third Amendment increases the number of the Company’s common shares authorized for issuance under the 2014 LTIP by 525,000 common shares.
At the Annual Meeting, the Company’s shareholders also approved an amendment (the “Second Amendment”) to the James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan (the “Non-Employee Director Plan”). The Second Amendment increases the number of the Company’s common shares authorized for issuance under the Non-Employee Director Plan by 100,000 common shares and extends the duration of the Non-Employee Director Plan from 2024 to 2034.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
At the Annual Meeting, the Company’s shareholders elected each of Matthew B. Botein, Thomas L. Brown, Frank N. D’Orazio, Kirstin M. Gould, Dennis J. Langwell, Christine LaSala, Peter B. Migliorato and Ollie L. Sherman, Jr. for a one-year term to hold office until the 2025 annual general meeting of shareholders. The Company’s shareholders also approved (i) the re-appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditor to serve until the 2025 annual general meeting of shareholders and authorization of our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration, (ii) the 2023 compensation of the Company’s named executive officers on a non-binding, advisory basis, (iii) the frequency of future shareholder votes on the compensation of the Company’s named executive officers on a non-binding, advisory basis, (iv) the amendment of the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan and (v) the amendment of the James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan.
The following is a summary of the voting results for each matter presented to the shareholders at the Annual Meeting:
Proposal 1 – Election of Directors:
Director | For | Against | Abstain | Broker Non-Votes | |||||||||||||
| 1a. Matthew B. Botein | 29,823,083 | 583,726 | 8,526 | 5,532,109 | |||||||||||||
| 1b. Thomas L. Brown | 28,506,137 | 1,900,672 | 8,526 | 5,532,109 | |||||||||||||
| 1c. Frank N. D’Orazio | 29,828,744 | 572,618 | 13,973 | 5,532,109 | |||||||||||||
| 1d. Kirstin M. Gould | 28,222,137 | 2,176,673 | 16,525 | 5,532,109 | |||||||||||||
| 1e. Dennis J. Langwell | 28,740,500 | 1,658,159 | 16,676 | 5,532,109 | |||||||||||||
| 1f. Christine LaSala | 29,500,374 | 898,435 | 16,526 | 5,532,109 | |||||||||||||
| 1g. Peter B. Migliorato | 28,762,225 | 1,644,584 | 8,526 | 5,532,109 | |||||||||||||
| 1h. Ollie L. Sherman, Jr. | 27,993,268 | 2,408,464 | 13,603 | 5,532,109 | |||||||||||||
Proposal 2 - The re-appointment of Ernst & Young LLP.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 35,124,616 | 722,226 | 100,602 | 0 | ||||||||
Proposal 3 - The approval of the 2023 compensation of our named executive officers.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 29,555,101 | 835,282 | 24,952 | 5,532,109 | ||||||||
Proposal 4 - The approval of the frequency of future shareholder votes on the compensation of our named executive officers:
1 year | 2 years | 3 years | Abstain | ||||||||
| 29,812,990 | 11,951 | 539,540 | 50,854 | ||||||||
Based on the results of the vote, the Board has determined that the Company will hold a vote on named executive officer compensation every year.
Proposal 5 - The approval of an amendment to the 2014 LTIP.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 29,104,673 | 852,395 | 458,267 | 5,532,109 | ||||||||
Proposal 6 - The approval of an amendment to the Non-Employee Director Plan.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 29,184,378 | 774,079 | 456,878 | 5,532,109 | ||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
The following Exhibits are furnished as a part of this Form 8-K:
Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 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.
| JAMES RIVER GROUP HOLDINGS, LTD. | |||||
| Dated: October 25, 2024 | By: /s/ Sarah C. Doran | ||||
| Sarah C. Doran | |||||
| Chief Financial Officer | |||||