Edgar Filing: Global Indemnity plc

Global Indemnity plc

Date: June 13, 2013

/s/ Thomas M. McGeehan

Thomas M. McGeehan

Chief Financial Officer

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 12, 2013

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 5.07 Submission of Matters to a Vote of Security Holders

On June 12, 2013, Global Indemnity plc (the “Company”) held its 2013 Annual General Meeting of shareholders (the “Annual General Meeting”). The proposals submitted to a vote of the shareholders at the meeting are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2013. 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 2014 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		130,474,845		1,024,172		2,463		826,815
Stephen A. Cozen		128,685,703		2,811,281		4,496		826,815
James W. Crystal		129,423,353		2,073,631		4,496		826,815
Seth J. Gersch		130,828,514		668,470		4,496		826,815
John H. Howes		131,400,872		96,112		4,496		826,815
Chad A. Leat		129,697,327		1,799,657		4,496		826,815
Cynthia Y. Valko		130,520,445		978,572		2,463		826,815

Proposal 2: 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
	129,501,637		1,882,801		117,042		826,815

Proposal 3: 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
	131,437,079		62,395		2,006		826,815

Proposal 4: 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
	132,238,828		87,004		2,463		—

Proposal 5: To act on various matters concerning Wind River Reinsurance Company, Ltd.

Election of directors and alternate director of Wind River Reinsurance Company, Ltd.

The following individuals were elected to Wind River Reinsurance Company’s Board of Directors:


	Votes For		Votes Against		Abstain		Broker non-votes
Alan Bossin		131,405,630		30,392		65,458		826,815
Stephen Green		131,405,630		29,892		65,958		826,815
Linda C. Hohn		131,402,663		34,892		63,925		826,815
Andre Perez		131,405,630		29,892		65,958		826,815
Cynthia Y. Valko		131,402,663		34,892		63,925		826,815
Marie-Joelle Chapleau (alternative director)		131,405,630		29,892		65,958		826,815
Janita Burke (alternative director)		131,405,630		29,892		65,958		826,815
Nigel Godfrey (alternative director)		131,405,630		29,892		65,958		826,815

To ratify the appointment of PricewaterhouseCoopers International Limited, Hamilton, Bermuda, as the independent auditor of Wind River Reinsurance Company, Ltd. for 2013.

The proposal was approved by the following vote:


Votes For		Votes Against		Abstain		Broker non-votes
	132,292,445		33,387		2,463		—

Proposal 6: To authorize an amendment to the Articles of Association of Global Indemnity plc to permit redemption of shares without obligation to redeem on a pro rata basis as between members or members of the same class or holders of redeemable shares.

The proposal was approved by the following vote:


Votes For		Votes Against		Abstain		Broker non-votes
	129,534,389		1,911,337		55,754		826,815

Proposal 7: To authorize holding the 2014 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
	131,483,095		15,922		2,463		826,815

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.