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): | November 6, 2018 |
| JAMES RIVER GROUP HOLDINGS, LTD. |
| (Exact name of registrant as specified in its charter) |
| Bermuda | 001-36777 | 98-0585280 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| Wellesley House, 2nd Floor, 90 Pitts Bay Road, Pembroke Bermuda | HM 08 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | +1-441-278-4580 |
| (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)) |
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. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 6, 2018, the Board of Directors (the “Board”) of James River Group Holdings, Ltd. (the “Company”) appointed Christopher L. Harris as a Class I director and Sundar Srinivasan as a Class II director of the Company. Mr. Harris was also appointed to serve on the Audit Committee of the Board and Mr. Srinivasan was appointed to serve on the Investment Committee. In connection with the appointment of Mr. Harris and Mr. Srinivasan as directors, the Board approved an increase in the size of the Board from 8 to 10 directors.
Both Mr. Harris and Mr. Srinivasan will be entitled to the compensation the Company offers its other non-employee directors in the form of cash and equity. For more information on the compensation of the Company’s directors, please refer to the disclosure under the heading “Director Compensation Policy” in the Company’s proxy statement for its 2018 Annual General Meeting of Shareholders, filed with the Securities and Exchange Commission on March 30, 2018.
There are no arrangements or understandings between either Mr. Harris or Mr. Srinivasan and any other person pursuant to which either such individual was appointed as a director of the Company. Neither Mr. Harris nor Mr. Srinivasan is a party to any current or proposed transaction with the Company requiring disclosure under Item 404(a) of Regulation S-K.
The Company issued a press release announcing the appointment of Mr. Harris and Mr. Srinivasan as directors of the Company, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| 99.1 | Press Release of the Company dated November 6, 2018 |
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: November 6, 2018 | By: | /s/ Sarah C. Doran |
| Sarah C. Doran | ||
| Chief Financial Officer | ||
Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated November 6, 2018 |
Exhibit 99.1
JAMES RIVER ANNOUNCES CHRISTOPHER L. HARRIS AND SUNDAR SRINIVASAN APPOINTED TO ITS BOARD OF DIRECTORS
Pembroke, Bermuda, November 6, 2018 – James River Group Holdings, Ltd. (NASDAQ: JRVR) (“James River” or the “Company”) today announced the appointment of Christopher L. Harris and Sundar Srinivasan to its Board of Directors. With the appointment of Mr. Harris and Mr. Srinivasan, the Board of Directors increased its size to ten directors. The Company also announced that Mr. Harris and Mr. Srinivasan were appointed to the Audit Committee and the Investment Committee, respectively, of the Board of Directors.
“We are very pleased to welcome Chris and Sundar to our board,” said James River Chairman, J. Adam Abram. “Chris is an experienced insurance leader with deep knowledge of the property and casualty industry. Sundar has extensive experience in investment management, and is very familiar with James River, having previously served as a director from 2007 to 2012. The insight they will bring to our Board of Directors and leadership team will be instrumental as we continue to build a best in class specialty underwriter.”
Harris brings over 25 years of global experience in the insurance, reinsurance and risk management industries, having served as CEO and President of Montpelier Holdings, Ltd., a property and casualty reinsurer, from 2008 until its sale to Endurance Specialty Holdings, Ltd. in 2015. In addition, Mr. Harris served as Chairman of the Board for Blue Capital Reinsurance Holdings from 2013 until 2015. Prior to his appointment as CEO and President at Montpelier, he held the positions of Chief Underwriting Officer, Chief Risk Officer and Chief Actuary at the company. Earlier in his career, Mr. Harris served as Chief Actuary for a reinsurer and managed the risk advisory practice for a large accounting firm.
Srinivasan founded Emerald Lake Safety after a wide-ranging career in investments, financial services and business. He was formerly a Portfolio Manager at Elliott Management, a $35bn+ global investment fund where he worked extensively in both private equity and public securities. Mr. Srinivasan has chaired or served on numerous public and private company boards, including Blue Knight Energy Partners (NDX: BKEP), DICE (NYSE: DHX), Answer Financial and James River. Prior to Elliott, Mr. Srinivasan was a Vice President in the Investment Banking Group at Morgan Stanley and a Management Consultant at Oliver Wyman.
James River Chief Executive Officer Robert P. Myron said, “I am thrilled to be adding Chris and Sundar to our board and I am confident that their experience and insight will prove invaluable as we grow and evolve our franchise, and continue to drive shareholder value.”
Forward-Looking Statements
This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. In some cases, such forward-looking statements may be identified by terms such as believe, expect, seek, may, will, intend, project, anticipate, plan, estimate or similar words. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements speak only as of the date of this release and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
About James River Group Holdings, Ltd.
James River Group Holdings, Ltd. is a Bermuda-based insurance holding company which owns and operates a group of specialty insurance and reinsurance companies. The Company operates in three specialty property-casualty insurance and reinsurance segments: Excess and Surplus Lines, Specialty Admitted Insurance and Casualty Reinsurance. The Company tends to focus on accounts associated with small or medium-sized businesses in each of its segments. Each of the Company's regulated insurance subsidiaries are rated "A" (Excellent) by A.M. Best Company.
Visit James River Group Holdings, Ltd. on the web at www.jrgh.net
For more information contact:
Kevin Copeland
SVP Finance and Chief Investment Officer
InvestorRelations@jrgh.net
441-278-4573