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 Reappointments
Effective 12:00 a.m. on January 1, 2026, the Class B Majority Shareholder (defined below) of Global Indemnity Group, LLC (the “Company”) reappointed the following Designated Directors (defined below) to the Company’s Board of Directors (“Board”) for a term beginning at 12:00 a.m. on January 1, 2026 and continuing until 11:59 p.m. on December 31, 2026: Saul A. Fox, Joseph W. Brown, Fred E. Karlinsky, Bruce R. Lederman, Thomas M. McGeehan, and Jason C. Murgio. Seth J. Gersch, who was elected by stockholders at the Company’s 2025 annual meeting of stockholders, continues to serve on the Board.
As previously disclosed, under the Third Amended and Restated Limited Liability Company Agreement, dated January 16, 2025, of the Company (such agreement, as amended, 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 (the “Designated Directors”) on the Board.
The Designated Directors, other than Mr. Brown who serves as the Company’s Chief Executive Officer, will continue their current service on the committees of the Board: Mr. Fox on the Acquisition, Executive and Investment committees; Mr. Karlinsky on the Acquisition, Audit and Nomination, Compensation & Governance (“NCG”) committees; Mr. Lederman on the Audit, Conflicts, and Enterprise Risk Management committees; Mr. McGeehan on the Enterprise Risk Management, Executive, Investment and NCG committees; and Mr. Murgio on the Acquisition and NCG committees.
Each of Messrs. Karlinsky, Lederman, McGeehan and Murgio is a party to a letter agreement with the Class B Majority Shareholder pursuant to which he became a director.
Non-employee Designated Directors will continue to be subject to the Company’s Non-Employee 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, as will be updated in the Company’s Definitive Proxy Statement on Schedule 14A to be filed for the 2026 Annual Meeting of Stockholders.
There are no currently proposed transactions regarding the Designated Directors that are required to be disclosed by Item 404(a) of Regulation S-K promulgated under the Exchange Act. With respect to Mr. Murgio, previous transactions with Merger & Acquisition Services, Inc. (“Merger & Acquisition Services”), for which Mr. Murgio serves as a Principal and Chief Executive Officer, and its affiliated entities, were previously disclosed on Form 8-K in connection with Mr. Murgio’s original appointment to the Board in June 2025 and the Company may engage Merger & Acquisition Services to provide advisory services from time to time in the future.
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 | ||||||
| January 5, 2026 | By: | /s/ Nathaniel DeRose | ||||
| Name: | Nathaniel DeRose | |||||
| Title: | Senior Vice President and Senior Counsel | |||||