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): June 7, 2024
AMERISAFE, INC.
(Exact Name of Registrant as Specified in its Charter)
| 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:
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 7, 2024, 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 26, 2024, were approved. The number of common shares entitled to vote at the Company’s 2024 annual meeting of shareholders was 19,135,008, representing the number of shares outstanding as of April 17, 2024, 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 2027 annual meeting of shareholders: |
| Votes For | Votes Withheld | Broker Non-Votes | ||||
Philip A. Garcia | 17,492,970 | 540,178 | 365,418 | |||
Randall E. Roach | 14,576,571 | 3,456,577 | 365,418 |
| 2. | Advisory vote on executive compensation. The compensation of the Company’s named executive officers as disclosed in the 2024 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 | |||
| 17,919,382 | 110,958 | 2,808 | 365,418 |
| 3. | Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024. The appointment was ratified. |
Votes For | Votes Against | Abstentions | ||
| 17,070,725 | 1,326,787 | 1,054 |
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, 2024