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): February 18, 2020
AMERISAFE, INC.
(Exact Name of Registrant as Specified in Charter)
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Texas | | 001-12251 | | 75-2069407 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2301 Highway 190 West
DeRidder, Louisiana 70634
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (337) 463-9052
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 or to be registered pursuant to Section 12(b) of the Act.
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | AMSF | | Nasdaq Stock Market LLC |
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In accordance with the Bylaws of AMERISAFE, Inc. (the “Company”), on February 18, 2020, the Company’s Board of Directors (the “Board”) increased the number of Board members from seven to eight.
At the same meeting, the Board elected Sean Traynor to fill the newly created vacancy, effective March 1, 2020. Under Texas law, Mr. Traynor will stand for election at the next annual meeting of shareholders, presently expected to occur in June 2020.
Mr. Traynor previously served as an independent director of AMERISAFE from 2001 – 2013.
Mr. Traynor’s compensation for his services as a director is consistent with that of the Company’s other non-employee directors, as described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 29, 2019, under the caption “The Board, Its Committees, and Its Compensation — Director Compensation.” Effective March 1, 2020, Mr. Traynor will received a one-time restricted stock award equal to the pro rata portion of the annual stock award made in accordance with the Company’s Restated Non-Employee Director Stock Plan.
In addition Mr. Traynor will enter into an indemnification agreement in the same form as the agreement between the Company and each of the present members of the Board (the form of agreement having been filed as an exhibit to the Company’s Current Report on Form 8-K filed August 6, 2010).
There are no arrangements or understandings between Mr. Traynor and any other person pursuant to which he was selected as a director. There are no transactions involving Mr. Traynor that would be required to be reported under Item 404(a) of Regulation S-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.
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AMERISAFE, INC. |
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By: | | /s/ Kathryn H. Shirley |
| | Kathryn H. Shirley, |
| | Executive Vice President, |
| | Chief Administrative Officer and Secretary |
Date: February 21, 2020
