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): May 29, 2020

 

 

Global Indemnity Limited

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-34809   98-1304287

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

27 Hospital Road

George Town, Grand Cayman

KY1-9008, Cayman Islands

 

None

(Address of principal executive offices)   (Zip Code)

Registrant’s 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:

 

☐

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

A Ordinary Shares   GBLI   NASDAQ Global Select Market
7.75% Subordinated Notes due 2045   GBLIZ   NASDAQ Global Select Market
7.875% Subordinated Notes due 2047   GBLIL   NASDAQ Global Select Market

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 8.01

Other Events

On May 29, 2020 Global Indemnity announced that its 2020 Annual General Meeting of Shareholders, to be held June 17, 2020 at 11 a.m. Cayman Islands Time, will be held exclusively in a virtual-only format on June 17, 2020 at 11 a.m. Eastern Daylight Time due to the public health threat and travel restrictions caused by the COVID-19 pandemic. Further information regarding this change to location, format and time of the 2020 Annual Meeting can be found in the proxy supplement filed by the Company with the Securities and Exchange Commission on May 29, 2020. A copy of the announcement is attached as Exhibit 99.1 and incorporated by reference into this Item 8.01.

 

Item 9.01

Financial Statements and Exhibits

(d): The following exhibits are being filed herewith.

 

Exhibit No.   

Description

99.1    Press Release dated May 29, 2020

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 Limited
May 29, 2020     By:  

/s/ Thomas M. McGeehan

      Name: Thomas M. McGeehan
      Title: Chief Financial Officer

Exhibit 99.1

 

LOGO

PRESS RELEASE

 

For release:   May 29, 2020
Contact:   Media
 

Stephen W. Ries

Senior Corporate Counsel

(610) 668-3270

sries@global-indemnity.com

Global Indemnity Limited to Hold Virtual Annual General Meeting of Shareholders

George Town, Cayman Islands (May 29, 2020) – Global Indemnity Limited (NASDAQ:GBLI) (“Global Indemnity”) announced today that its 2020 Annual General Meeting of Shareholders (“2020 Annual General Meeting”) has been changed to a virtual meeting via a live webcast.

Due to the public health threat and travel restrictions caused by the COVID-19 pandemic, the 2020 Annual General Meeting will now be held on June 17, 2020 at 11 a.m. Eastern Daylight Time, instead of on June 17, 2020 at 11 a.m. Cayman Islands Time as originally announced. There is no change to the items of business to be addressed at the 2020 Annual General Meeting, which are described in Global Indemnity’s proxy materials previously made available to shareholders in connection with the Annual General Meeting. Individuals will not be able to attend the 2020 Annual General Meeting in person. Shareholders as of the close of business on April 2, 2020, the record date for the 2020 Annual Meeting, who have registered to participate by June 15, 2020, will have the opportunity to ask questions and participate in the vote during the virtual meeting. However, shareholders are encouraged to vote in advance of the 2020 Annual General Meeting by returning the completed proxy card. Only the formal business of the 2020 Annual General Meeting will be conducted. Shareholders are encouraged to submit any questions for the 2020 Annual General Meeting during registration.

Shareholders may register at https://register.proxypush.com/GBLI. Registered shareholders will be provided a link to the 2020 Annual General Meeting an hour prior to the start of the meeting.

For registered shareholders, the control number can be found on the proxy card, voting instruction form or notice shareholders previously received. None of the proxy card, voting instruction form or notice shareholders previously received will be updated to reflect the change in location and time of the 2020 Annual General Meeting, and may continue to be used. Beneficial holders should contact their broker for this information.

Further information regarding this change to the location, date and time of the 2020 Annual General Meeting can be found in the proxy supplement filed by Global Indemnity with the Securities and Exchange Commission on May 29, 2020.

About Global Indemnity Limited and its subsidiaries

Global Indemnity Limited (NASDAQ:GBLI), through its several direct and indirect wholly owned subsidiary insurance and reinsurance companies, provides both admitted and non-admitted specialty property and casualty insurance coverages and individual policyholder coverages in the United States, as well as reinsurance worldwide. Global Indemnity Limited’s four primary segments are:

 

  •  

United States Based Commercial Specialty

 

  •  

United States Based Specialty Property

 

  •  

United States Based Farm, Ranch, & Stable

 

  •  

Bermuda Based Reinsurance

For more information, visit the Global Indemnity Limited’s website at http://www.globalindemnity.ky.