Global Indemnity Group (GBLI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, with shareholders voting on director election, auditor ratification, and executive compensation approval.

• The 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 83% of voting power and appoint six of seven board directors.

• Project Manifest, a five-year corporate reorganization, aims to generate significant additional value.

Voting matters and shareholder proposals

• Shareholders will vote on electing Seth J. Gersch as director, ratifying Ernst & Young LLP as auditor, and a non-binding say-on-pay for executive compensation.

• Each Class A share has one vote; each Class B share has ten votes, with both classes voting together.

• Shareholder proposals for the 2027 meeting must be submitted by December 30, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board consists of seven members; six are appointed by the Class B Majority Shareholder.

• Board leadership is separated between CEO and Chairman roles.

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

• Three directors are independent under Nasdaq and SEC rules.

• Corporate governance guidelines, code of ethics, and insider trading policy are in place.