Current Report Filing (8-k)
15 June 2022 - 06:17AM
Edgar (US Regulatory)
AMERISAFE INC false 0001018979 0001018979
2022-06-10 2022-06-10
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 10, 2022
AMERISAFE,
INC.
(Exact Name of Registrant as Specified in its Charter)
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Texas |
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001-12251 |
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75-2069407 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(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):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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.
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 per
share |
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AMSF |
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Nasdaq Stock Market LLC |
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On June 10, 2022 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 29, 2022, were
approved. The number of common shares entitled to vote at the
Company’s 2022 annual meeting of shareholders was 19,320,422,
representing the number of shares outstanding as of April 18,
2022, the record date for the annual meeting.
The results of each matter voted on at the annual meeting were as
follows:
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1. |
Election of directors. The following directors were elected for
terms expiring at the 2025 annual meeting of shareholders:
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Votes For
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Votes Withheld
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Broker Non-Votes
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Teri G. Fontenot
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17,755,494 |
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589,367 |
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376,962 |
Billy B. Greer
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18,295,151 |
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49,710 |
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376,962 |
Jared A. Morris
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16, 719,296 |
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1,625,565 |
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367,962 |
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2. |
Approval of the Company’s 2022 Equity & Incentive
Compensation Plan.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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17,783,725
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558,238 |
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2,898 |
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376,962 |
3. Advisory vote on executive compensation.
The compensation of the Company’s named executive officers as
disclosed in the 2022 proxy statement under “Executive
Compensation” and discussed under “Compensation Discussion and
Analysis” was approved on an advisory basis.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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18,234,227
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106,943 |
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3,691 |
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376,962 |
4. Ratification of appointment of
Ernst & Young LLP as the Company’s independent registered
public accounting firm for 2022. The appointment was ratified.
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Votes For
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Votes Against
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Abstentions
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17,953,412
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767,402 |
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1,009 |
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.
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AMERISAFE, INC. |
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By: |
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/s/ Kathryn H. Shirley
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Kathryn H.
Shirley |
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Executive Vice
President, |
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Chief
Administrative Officer and Secretary |
Date: June 14, 2022
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