James River 2025 executive pay wins advisory approval

The directors’ terms run through the 2027 annual meeting, and the compensation approval was advisory and non-binding.

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Form Type

8-K

Rhea-AI Filing Summary

James River Group Holdings, Inc. shareholders elected Rajiv Basu, Matthew B. Botein, Joel D. Cavaness, Frank N. D’Orazio, Christine LaSala and Peter B. Migliorato for one-year terms ending at the 2027 annual meeting. Shareholders ratified Ernst & Young LLP as independent auditor through that meeting and approved 2025 named executive officer compensation on a non-binding, advisory basis.

The compensation proposal received 23,979,580 votes for and 9,671,819 against; auditor ratification received 37,886,263 votes for and 444,043 against. Christine LaSala received 27,035,373 votes for and 6,800,738 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for compensation proposal: 23,979,580 votes Votes against compensation proposal: 9,671,819 votes Votes for auditor ratification: 37,886,263 votes +3 more

6 metrics

Votes for compensation proposal 23,979,580 votes 2025 named executive officer compensation

Votes against compensation proposal 9,671,819 votes 2025 named executive officer compensation

Votes for auditor ratification 37,886,263 votes Ernst & Young LLP appointment

Votes against auditor ratification 444,043 votes Ernst & Young LLP appointment

Votes for Christine LaSala 27,035,373 votes Director election

Votes against Christine LaSala 6,800,738 votes Director election

Key Terms

Broker Non-Votes, non-binding, advisory basis, named executive officers

3 terms

Broker Non-Votes regulatory

"Broker Non-Votes 4,497,105"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory basis regulatory

"approved ... on a non-binding, advisory basis"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

named executive officers financial

"2025 compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who did JRVR shareholders elect as directors?

James River Group Holdings, Inc. shareholders elected six directors for one-year terms ending at the 2027 annual meeting: Rajiv Basu, Matthew B. Botein, Joel D. Cavaness, Frank N. D’Orazio, Christine LaSala and Peter B. Migliorato.

How did JRVR shareholders vote on executive compensation?

The 2025 named executive officer compensation proposal received 23,979,580 votes for, 9,671,819 against and 232,892 abstentions; there were 4,497,105 broker non-votes. The approval was on a non-binding, advisory basis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 05:00 PM EDT Accepted by SEC EDGAR 10/23/2026 - 05:00 PM EDT

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):			October 22, 2026


JAMES RIVER GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)


Delaware	001-36777	98-0585280
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1414 Raleigh Road, Suite 405, Chapel Hill, North Carolina 27517

(Address of principal executive offices)

(Zip Code)

(919) 900-1200

(Registrant's telephone number, including area code)



(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 (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐ Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐ Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0002 per share	JRVR	NASDAQ Global Select Market

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. ☐


Item 5.07			Submission of Matters to a Vote of Security Holders.

On October 22, 2026, James River Group Holdings, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders elected each of Rajiv Basu, Matthew B. Botein, Joel D. Cavaness, Frank N. D’Orazio, Christine LaSala and Peter B. Migliorato for a one-year term to hold office until the 2027 annual meeting of shareholders. The Company’s shareholders also (i) ratified the appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditor to serve until the 2027 annual meeting of shareholders and (ii) approved the 2025 compensation of the Company’s named executive officers on a non-binding, advisory basis.

The following is a summary of the voting results for each matter presented to the shareholders at the Annual Meeting:

Proposal 1 – Election of Directors:


Director	For	Against	Abstain	Broker Non-Votes
1a. Rajiv Basu	33,160,035	684,848	39,408	4,497,105
1b. Matthew B. Botein	33,237,685	607,198	39,408	4,497,105
1c. Joel D. Cavaness	28,661,603	5,183,280	39,408	4,497,105
1d. Frank N. D’Orazio	32,927,466	917,317	39,508	4,497,105
1e. Christine LaSala	27,035,373	6,800,738	48,180	4,497,105
1f. Peter B. Migliorato	28,425,072	5,419,711	39,508	4,497,105

Proposal 2 - Ratification of the appointment of Ernst & Young LLP.


For	Against	Abstain	Broker Non-Votes
37,886,263	444,043	51,090	0

Proposal 3 - The approval of the 2025 compensation of our named executive officers.


For	Against	Abstain	Broker Non-Votes
23,979,580	9,671,819	232,892	4,497,105

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, INC.

Dated: October 23, 2026			By: /s/ Jeanette Miller
			Jeanette Miller
			Chief Legal Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

James River 2025 executive pay wins advisory approval

Rhea-AI Filing Summary

8-K Event Classification

Key Figures

Key Terms

FAQ

Who did JRVR shareholders elect as directors?

How did JRVR shareholders vote on executive compensation?

Filing Exhibits & Attachments

Other Documents

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