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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
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(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 or to be registered pursuant to Section 12(b) of the Act.
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 9, 2023 the Company held its annual meeting of shareholders. All matters submitted for approval by the Company’s shareholders, as described in the Company’s proxy statement on Schedule 14A filed with the SEC on April 28, 2023, were approved. The number of common shares entitled to vote at the Company’s 2023 annual meeting of shareholders was 19,151,597, representing the number of shares outstanding as of April 17, 2023, the record date for the annual meeting.
The results of each matter voted on at the annual meeting were as follows:
| 1. | Election of directors. The following directors were elected for terms expiring at the 2026 annual meeting of shareholders: |
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
| Michael J. Brown |
17,791,197 | 192,583 | 438,281 | |||||||||
| G. Janelle Frost |
17,700,946 | 282,834 | 438,281 | |||||||||
| Sean M. Traynor |
15,460,544 | 2,523,236 | 438,281 | |||||||||
| 2. | Advisory vote on executive compensation. The compensation of the Company’s named executive officers as disclosed in the 2023 proxy statement under “Executive Compensation” and discussed under “Compensation Discussion and Analysis” was approved on an advisory basis. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 17,900,762 |
80,772 | 2,246 | 438,281 |
| 3. | Advisory vote on the frequency of shareholder advisory compensation votes going forward. Advisory votes regarding the frequency of shareholder votes on the compensation of the Company’s named executive officers were as follows: |
| Shares Voted For Every Year |
Shares Voted For Every Two Years |
Shares Voted For Every Three Years |
Shares Abstentions | |||
| 17,203,963 |
473 | 778,188 | 1,156 |
| The Company’s board of directors recommended an advisory shareholder vote on executive compensation every year until the next required vote on such frequency is conducted. Accordingly, the advisory compensation vote being taken every year received the highest number of shareholder votes. |
| 4. | Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023. The appointment was ratified. |
| Votes For |
Votes Against |
Abstentions | ||
| 17,544,348 |
873,235 | 4,478 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERISAFE, INC. | ||
| By: | /s/ Kathryn H. Shirley | |
| Kathryn H. Shirley | ||
| Executive Vice President, | ||
| Chief Administrative Officer and Secretary | ||
Date: June 12, 2023
