Global Indemnity Group LLC

1. 1

   Election of Director — Seth J. Gersch

   ManagementBoard: FOR

   Elect Seth J. Gersch to the Board of Directors to serve a one-year term until the 2027 annual meeting of stockholders.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm (Ernst & Young LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Non-Binding Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This non-binding advisory proposal asks shareholders to approve the Company’s disclosed executive compensation (a typical ‘say-on-pay’ vote). Management is seeking shareholder approval to validate its compensation philosophy: tying pay to performance through base salary, annual cash incentives, and long-term equity or equity-like awards (including BVRs), with performance metrics such as underwriting income and gross written premiums. The Nomination, Compensation & Governance Committee sets targets and retains discretion to adjust payouts and may claw back awards in the event of financial restatements; the Board emphasizes alignment with long-term shareholder value and retention of key executives. The Company also highlights governance features including committee oversight, peer comparisons (without a fixed percentile target), contractual severance provisions, equity vesting schedules, and compensation recovery policies to argue for support. Critics could contend that certain contractual severance protections, guaranteed minimum bonuses, or option grants (e.g., the CEO’s option grants and minimum cash bonus) may reduce pay-for-performance sensitivity, and that the advisory vote is non-binding so approval does not alter contractual terms. Management counters that compensation is largely performance-based, with a substantial portion delivered in equity or equity-like awards that vest over multiple years and are adjusted by specific underwriting and premium metrics, thereby aligning management’s incentives with shareholders. Company-specific context includes recent corporate reorganizations (Project Manifest), substantial distributions and unique capital structures (Class A-2 shares and Fox Paine-related arrangements) that increase the importance of retention and appropriately structured incentives for executing strategic initiatives. The Board recommends a “For” vote on the grounds that the disclosed program supports the Company’s strategy, promotes long-term value creation, and has previously received strong shareholder support.

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When is the Global Indemnity Group LLC 2026 annual meeting?

Global Indemnity Group LLC (GBLI) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Global Indemnity Group LLC 2026 meeting?

The record date for the Global Indemnity Group LLC 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Global Indemnity Group LLC's 2026 meeting?

The board is presenting 7 director nominees at the Global Indemnity Group LLC 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Global Indemnity Group LLC 2026 meeting?

Shareholders will vote on 3 proposals at the Global Indemnity Group LLC 2026 meeting, each tagged with who proposed it and the board's recommendation.