James River Group Holdings Reports Director/Officer Changes

TL;DR

JRVR board shakeup and officer appointments filed. Keep an eye on strategy shifts.

AI Summary

James River Group Holdings, Ltd. filed an 8-K on October 24, 2024, reporting on the departure of directors, election of new directors, appointment of officers, and compensatory arrangements. The filing also covers matters submitted to a vote of security holders and includes financial statements and exhibits. The company is incorporated in Bermuda and operates in the fire, marine, and casualty insurance sector.

Why It Matters

This filing signals potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational oversight.

Risk Assessment

Risk Level: medium — Changes in directors and officers can indicate internal strategic shifts or responses to performance, carrying inherent uncertainty.

Key Players & Entities

• James River Group Holdings, Ltd. (company) — Registrant
• October 24, 2024 (date) — Date of earliest event reported
• Bermuda (location) — State of incorporation

FAQ

Key Financial Figures

• $0.0002 — ch registered Common Shares, par value $0.0002 per share JRVR NASDAQ Global Select Mar

Filing Documents

• jrvr-20241024.htm (8-K) — 56KB
• ex101-3rdamendmentto2014lt.htm (EX-10.1) — 6KB
• ex102-2ndamendmenttononxem.htm (EX-10.2) — 8KB
• 0001620459-24-000111.txt ( ) — 206KB
• jrvr-20241024.xsd (EX-101.SCH) — 2KB
• jrvr-20241024_lab.xml (EX-101.LAB) — 23KB
• jrvr-20241024_pre.xml (EX-101.PRE) — 13KB
• jrvr-20241024_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's shareholders elected each of Matthew B. Botein, Thomas L. Brown, Frank N. D'Orazio, Kirstin M. Gould, Dennis J. Langwell, Christine LaSala, Peter B. Migliorato and Ollie L. Sherman, Jr. for a one-year term to hold office until the 2025 annual general meeting of shareholders. The Company's shareholders also approved (i) the re-appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditor to serve until the 2025 annual general meeting of shareholders and authorization of our Board of Directors, acting by the Audit Committee, to determine the independent auditor's remuneration, (ii) the 2023 compensation of the Company's named executive officers on a non-binding, advisory basis, (iii) the frequency of future shareholder votes on the compensation of the Company's named executive officers on a non-binding, advisory basis, (iv) the amendment of the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan and (v) the amendment of the James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan. The following is a summary of the voting results for each matter presented to the shareholders at the Annual Meeting: Proposal 1 – Election of Directors: Director For Against Abstain Broker Non-Votes 1a. Matthew B. Botein 29,823,083 583,726 8,526 5,532,109 1b. Thomas L. Brown 28,506,137 1,900,672 8,526 5,532,109 1c. Frank N. D'Orazio 29,828,744 572,618 13,973 5,532,109 1d. Kirstin M. Gould 28,222,137 2,176,673 16,525 5,532,109 1e. Dennis J. Langwell 28,740,500 1,658,159 16,676 5,532,109 1f. Christine LaSala 29,500,374 898,435 16,526 5,532,109 1g. Peter B. Migliorato 28,762,225 1,644,584 8,526 5,532,109 1h. Ollie L. Sherman, Jr. 27,993,268 2,408,464 13,603 5,532,109 Proposal 2 - The re-appointment of Ernst & Young LLP. For Against Abstain Broker Non-Votes 35,124,616 722,226 100,602 0 Propo

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following Exhibits are furnished as a part of this Form 8-K: Exhibit No. Description 10.1 T hird A mendment to the James R iver Group Holdings, Ltd. 2014 Long -Term Incenti ve Plan 10.2 Second Amendment to the James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. JAMES RIVER GROUP HOLDINGS, LTD. Dated: October 25, 2024 By: /s/ Sarah C. Doran Sarah C. Doran Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR