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
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Emerging growth company ☐
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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. | ||||
On April 5, 2023, the Board of Directors (the “Board”) of the Company appointed Dennis J. Langwell as a Class II director of the Company. Mr. Langwell was also appointed to serve on the Audit Committee of the Board. In connection with the appointment of Mr. Langwell as a director, the Board approved an increase in the size of the Board from nine to ten directors.
Mr. Langwell will be entitled to the compensation that the Company pays 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 “Compensation of Directors” in the Company’s definitive proxy statement for its 2022 Annual General Meeting of Shareholders, filed with the Securities and Exchange Commission (the “SEC”) on September 20, 2022, which disclosure is incorporated herein by reference.
There are no arrangements or understandings between Mr. Langwell and any other person pursuant to which such individual was appointed as a director of the Company. Mr. Langwell is not a party to any current or proposed transaction with the Company requiring disclosure under Item 404(a) of Regulation S-K.
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: April 6, 2023 | By: /s/ Sarah C. Doran | ||||
| Sarah C. Doran | |||||
| Chief Financial Officer | |||||