Edgar Filing: Global Indemnity plc

Form 8-K

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 11, 2014

Global Indemnity plc

(Exact name of registrant as specified in its charter)

Ireland

001-34809

98-0664891

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

25/28 North Wall Quay

Dublin 1, Ireland

None

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +(353) (0)1 649 2000

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:

¨	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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of the Global Indemnity plc Share Incentive Plan

On June 11, 2014, Global Indemnity plc (the “Company”) held its 2014 Annual General Meeting of shareholders (the “Annual General Meeting”) at which the Company’s shareholders approved the Global Indemnity plc Share Incentive Plan (the “Share Incentive Plan”). A description of the material terms and conditions of the Share Incentive Plan is set forth on pages 21 through 27 of the Company’s definitive proxy statement for the Annual General Meeting filed with the Securities and Exchange Commission on April 30, 2014 (the “Proxy Statement”). The description, which is filed hereto as Exhibit 10.1 hereto, is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 11, 2014, the Company held its 2014 Annual General Meeting. The proposals submitted to a vote of the shareholders at the meeting are described in detail in the Company’s 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 Company’s Board of Directors to hold office for the term expiring at the 2015 Annual General Meeting of shareholders or until their successors are duly elected and qualified:


	Votes For		Votes Against		Abstain		Broker non-votes
Saul A. Fox		130,231,584		938,297		1,934		1,189,927
Stephen A. Cozen		129,508,421		1,661,460		1,934		1,189,927
James W. Crystal		129,404,667		1,765,214		1,934		1,189,927
Seth J. Gersch		131,079,996		89,885		1,934		1,189,927
John H. Howes		129,617,009		1,552,872		1,934		1,189,927
Chad A. Leat		130,599,697		570,184		1,934		1,189,927
Cynthia Y. Valko		130,238,518		931,363		1,934		1,189,927

Proposal 2: To ratify the appointment of the Company’s independent auditors and to authorize the Company’s Board of Directors, acting through its Audit Committee to determine its fees.