Global Indemnity Group (GBLI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 11, 2025, to be held virtually; record date is April 14, 2025.

• Shareholders will vote on the election of one director and ratification of the independent auditor.

• Company operates as a holding entity for property & casualty insurance businesses, with $1.7 billion in assets and no debt.

• Fox Paine Entities control approximately 84% of voting power and appoint five of six board directors.

Voting matters and shareholder proposals

• Proposal 1: Elect Seth J. Gersch to the board for a one-year term.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for fiscal year 2025.

• Shareholders may submit proposals for the 2026 meeting by December 31, 2025, per Rule 14a-8.

Board of directors and corporate governance

• Board consists of six members; five appointed by Class B Majority Shareholder, one elected by shareholders.

• Board leadership structure separates CEO and Chairman roles.

• Board committees include Audit, Conflicts, Nomination/Compensation/Governance, Executive, Investment, and Enterprise Risk Management.

• Three directors are independent per NYSE and SEC rules.

• Controlled company exemption applies due to Fox Paine's majority voting power.