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

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):

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. ¨

On November 6, 2018, the Board of Directors (the “Board”) of James River Group Holdings, Ltd. (the “Company”) appointed Christopher L. Harris as a Class I director and Sundar Srinivasan as a Class II director of the Company. Mr. Harris was also appointed to serve on the Audit Committee of the Board and Mr. Srinivasan was appointed to serve on the Investment Committee. In connection with the appointment of Mr. Harris and Mr. Srinivasan as directors, the Board approved an increase in the size of the Board from 8 to 10 directors.

Both Mr. Harris and Mr. Srinivasan will be entitled to the compensation the Company offers 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 “Director Compensation Policy” in the Company’s proxy statement for its 2018 Annual General Meeting of Shareholders, filed with the Securities and Exchange Commission on March 30, 2018.

There are no arrangements or understandings between either Mr. Harris or Mr. Srinivasan and any other person pursuant to which either such individual was appointed as a director of the Company. Neither Mr. Harris nor Mr. Srinivasan is a party to any current or proposed transaction with the Company requiring disclosure under Item 404(a) of Regulation S-K.

The Company issued a press release announcing the appointment of Mr. Harris and Mr. Srinivasan as directors of the Company, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-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.

Exhibits