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): December 8, 2019

Global Indemnity Limited

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (345) 949-0100

Not Applicable

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:

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Effective December 8, 2019, John H. Howes retired from the Board of Directors of Global Indemnity Limited (the “Company”).

Effective December 8, 2019, Michele Colucci was appointed to the Board of Directors the Company. Ms. Colucci will serve on the following committees of the Company’s Board of Directors: Audit, Compensation & Benefits, and Nominating & Governance.

Ms. Colucci is party to an agreement with the FPC Shareholders (as defined in the Company’s Articles of Association) pursuant to which she agreed to become a director. The agreement provides that the FPC Shareholders may remove her at any time and Ms. Colucci agrees to immediately resign upon the request of the FPC Shareholders. Ms. Colucci agrees to act in accordance with the Company’s Insider Trading Policy, that a duty of confidentiality is owed to the Company and the FPC Shareholders and their respective affiliates, and to keep the FPC Shareholders and their respective affiliates updated on developments at the Company.

Ms. Colucci is not party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Colucci is subject to the non-executive compensation plan as described in the Company’s Annual Proxy Statement filed on April 30, 2019. Ms. Colucci is not party to any other material plan, contract or arrangement or any grant or award under any such plan, contract or arrangement that was entered into in connection with her appointment.

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.