JAMES RIVER GROUP HOLDINGS, LTD. (NASDAQ:JRVR) Files An 8-K Results of Operations and Financial Condition
Item 2.02
| Results of Operations and Financial Condition. |
On May 3, 2017, James River Group Holdings, Ltd. (the Company)
issued a press release announcing its financial results for its
first quarter of 2017. A copy of the press release is furnished
as Exhibit99.1 to this Current Report on Form 8-K (this Form8-K).
The information in this Item 2.02 and in Exhibit 99.1 furnished
herewith shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that Section,
nor shall it be deemed incorporated by reference into any
registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act unless
specifically stated by the Company.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2017 Annual General Meeting of Shareholders of the Company
(the Annual Meeting) held on May 2, 2017, the Companys
shareholders approved an amendment to the James River Group
Holdings, Ltd. 2014 Long-Term Incentive Plan (the 2014 LTIP). The
Board of Directors of the Company had previously approved the
amendment. The amendment increases the number of the Companys
common shares authorized for issuance under the 2014 LTIP by
1,000,000 shares, with only 500,000 of such additional shares to
be available for issuance as awards that are not share
appreciation rights or share option awards.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 2, 2017, the Company held the Annual Meeting. The
following matters were voted on and approved by the Companys
shareholders at the Annual Meeting:
| (1) |
The election of three Class III directors to hold office until the 2020 annual general meeting of shareholder. |
| (2) |
The appointment of Ernst Young LLP as the Companys independent auditor to serve until the 2018 annual general meeting of shareholders and to authorize the Companys Board of Directors, acting by the Audit Committee, to determine the independent auditors remuneration. |
| (3) |
The approval of an amendment to the 2014 LTIP and re-approval of the material terms of the performance goals under such plan for tax deductibility purposes. |
The following is a summary of the voting results for each matter
presented to the shareholders:
Proposal 1 Election of directors:
| Director | For | Withhold | Broker Non-Votes | |||||||||
| J. Adam Abram* | 10,800,013 | 5,632,951 | 951,174 | |||||||||
| Robert P. Myron* | 10,471,092 | 5,961,872 | 951,174 | |||||||||
| Michael T. Oakes | 19,712,325 | 7,317,877 | 951,174 | |||||||||
* to the Companys bye-laws, so long as the Companys shareholders
affiliated with D. E. Shaw Co., L.P. (the D. E. Shaw Affiliates)
collectively own more than 20% of the Companys outstanding common
shares, the D. E. Shaw Affiliates are not entitled to vote the
shares that they own with respect to the election of certain
designated director nominees (the Excluded Directors). Messrs.
Abram and Myron are designated as Excluded Directors and were
nominated for election as Class III directors at the Annual
Meeting.
As of March 16, 2017, the record date for the Annual Meeting, the
D. E. Shaw Affiliates collectively owned approximately 36.1% of
the Companys outstanding common shares. As a result of Messrs.
Abrams and Myrons status as Excluded Directors, the D. E. Shaw
Affiliates were not permitted to vote the shares they owned in
the election of such nominees at the Annual Meeting.
Consequently, such shares were not voted in the election of
Messrs. Abram and Myron and are not included in the voting
results above. For additional information regarding the
prohibition on the D. E. Shaw Affiliates ability to vote for the
Excluded Directors, see the Companys definitive proxy statement
on Schedule 14A, filed with the Securities and Exchange
Commission on April 4, 2017.
Proposal 2 The appointment of Ernst Young LLP as
the Companys independent auditor to serve until the 2018 annual
general meeting of shareholders and to authorize the companys
Board of Directors, acting by the Audit Committee, to determine
the independent auditors remuneration:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 27,465,424 | 197,289 | 318,663 | ||||||||||||
Proposal 3 The approval of an amendment to the
2014 LTIP and re-approval of the material terms of the
performance goals under such plan for tax deductibility purposes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 24,951,348 | 1,779,182 | 299,672 | 951,174 | |||||||||||
| Item 8.01 | Other Events. |
On May 3, 2017, the Company announced that its board of directors
declared a cash dividend of $0.30 per common share of the Company
to be paid on June 30, 2017 to shareholders of record on June 12,
2017.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits
The following Exhibit is furnished as a part of this Form 8-K:
| Exhibit No. | Description | |
| 10.1 |
Amendment to the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan |
|
| 99.1 | Press Release of the Company dated May 3, 2017 |
About JAMES RIVER GROUP HOLDINGS, LTD. (NASDAQ:JRVR)
James River Group Holdings, Ltd. is an insurance holding company. The Company owns and operates a group of specialty insurance and reinsurance companies. The Company operates through four segments: Excess and Surplus Lines, Specialty Admitted Insurance, Casualty Reinsurance, and Corporate and Other. The Excess and Surplus Lines segment offers excess and surplus commercial lines liability and property insurance. The Specialty Admitted Insurance segment focuses on a range of markets within the standard insurance markets, such as workers’ compensation coverage for residential contractors, light manufacturing operations, transportation workers and healthcare workers. The Casualty Reinsurance segment provides proportional and working layer casualty reinsurance to third parties and to the United-based insurance subsidiaries. The Corporate and Other segment consists of the management and treasury activities of its holding companies and interest expense associated with its debt. JAMES RIVER GROUP HOLDINGS, LTD. (NASDAQ:JRVR) Recent Trading Information
JAMES RIVER GROUP HOLDINGS, LTD. (NASDAQ:JRVR) closed its last trading session down -0.20 at 43.40 with 60,282 shares trading hands.