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GBLI > SEC Filings for GBLI > Form 8-K on 12-Jun-2014All Recent SEC Filings

Show all filings for GLOBAL INDEMNITY PLC

Form 8-K for GLOBAL INDEMNITY PLC


12-Jun-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote o


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.

The proposal was approved by the following vote:

Votes For Votes Against Abstain Broker non-votes 132,273,151 87,157 1,434 -

Proposal 3: To act on various matters concerning Wind River Reinsurance Company, Ltd.

The proposal was approved by the following vote:

Votes For Votes Against Abstain Broker non-votes 132,349,614 10,124 2,004 -

Proposal 4: To authorize the Company and/or any of its subsidiaries to make open market purchases of the Company's A ordinary shares.

The proposal was approved by the following vote:

Votes For Votes Against Abstain Broker non-votes 130,655,600 1,646,739 59,403 -

Proposal 5: To authorize the reissue price range of A ordinary shares that the Company holds as treasury shares.

The proposal was approved by the following vote:

Votes For Votes Against Abstain Broker non-votes 131,103,895 66,975 945 1,189,927


Proposal 6: To authorize holding the 2015 Annual General Meeting of shareholders of the Company at a location outside of Ireland.

The proposal was approved by the following vote:

Votes For Votes Against Abstain Broker non-votes 132,351,444 9,283 1,015 -

Proposal 7: To approve, in a non-binding, advisory vote, the compensation of the Company's named executive officers as disclosed pursuant to the rules of the Securities and Exchange Commission as set forth in the Company's proxy statement for the Annual General Meeting.

The proposal was approved by the following vote:

Votes For Votes Against Abstain Broker non-votes 131,073,749 96,284 1,782 1,189,927

Proposal 8: To renew the Board of Directors' authority to issue ordinary shares.

The proposal was approved by the following vote:

Votes For Votes Against Abstain Broker non-votes 129,789,385 1,380,996 1,434 1,189,927

Proposal 9: To renew the Board of Directors' authority to issue shares without first offering shares to existing shareholders.

The proposal was approved by the following vote:

Votes For Votes Against Abstain Broker non-votes 129,714,010 1,457,186 619 1,189,927

Proposal 10: To approve the Global Indemnity plc Share Incentive Plan.

The proposal was approved by the following vote:

Votes For Votes Against Abstain Broker non-votes 128,916,040 2,254,167 1,608 1,189,927




Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

10.1 Description of the Global Indemnity plc Share Incentive Plan

10.2 Global Indemnity plc Share Incentive Plan


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