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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):			October 24, 2024

JAMES RIVER GROUP HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)

Bermuda			001-36777			98-0585280
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

Clarendon House, 2 Church Street, Hamilton, Pembroke HM11, Bermuda

(Address of principal executive offices)

(Zip Code)

(441) 295-1422

(Registrant's telephone number, including area code)

(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 (see General Instruction A.2 below):

☐    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(s)			Name of each exchange on which registered
Common Shares, par value $0.0002 per share			JRVR			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. ☐

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Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2024 annual general meeting of shareholders (the “Annual Meeting”) of James River Group Holdings, Ltd. (the “Company”) held on October 24, 2024, the Company’s shareholders approved an amendment (the “Third Amendment”) to the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan (the “2014 LTIP”). The Third Amendment increases the number of the Company’s common shares authorized for issuance under the 2014 LTIP by 525,000 common shares.

At the Annual Meeting, the Company’s shareholders also approved an amendment (the “Second Amendment”) to the James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan (the “Non-Employee Director Plan”). The Second Amendment increases the number of the Company’s common shares authorized for issuance under the Non-Employee Director Plan by 100,000 common shares and extends the duration of the Non-Employee Director Plan from 2024 to 2034.

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

Proposal 3 - The approval of the 2023 compensation of our named executive officers.

For			Against			Abstain			Broker Non-Votes
29,555,101			835,282			24,952			5,532,109

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Proposal 4 - The approval of the frequency of future shareholder votes on the compensation of our named executive officers:

1 year			2 years			3 years			Abstain
29,812,990			11,951			539,540			50,854

Based on the results of the vote, the Board has determined that the Company will hold a vote on named executive officer compensation every year.

Proposal 5 - The approval of an amendment to the 2014 LTIP.

For			Against			Abstain			Broker Non-Votes
29,104,673			852,395			458,267			5,532,109

Proposal 6 - The approval of an amendment to the Non-Employee Director Plan.

For			Against			Abstain			Broker Non-Votes
29,184,378			774,079			456,878			5,532,109

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						Third Amendment to the James River Group Holdings, Ltd. 2014 Long-Term Incentive 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)

    

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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