0001172052false00011720522020-03-302020-03-30

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

​

May 20, 2020

Date of Report (Date of earliest event reported)

​

SAFETY INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

​

​

​

​

Delaware

000-50070

13-4181699

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

​

20 Custom House Street, Boston, Massachusetts 02110

(Address of principal executive offices including zip code)

​

(617) 951-0600

(Registrant's telephone number, including area code)

​

Not Applicable

(Former name or former address, if changed since last report)

​

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:

​

☐ 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 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 pursuant to Section 12(b) of the Act:

​

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value 00011720522020-03-302020-03-30

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

​

May 20, 2020

Date of Report (Date of earliest event reported)

​

SAFETY INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

​

​

​

​

Delaware

000-50070

13-4181699

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

​

20 Custom House Street, Boston, Massachusetts 02110

(Address of principal executive offices including zip code)

​

(617) 951-0600

(Registrant's telephone number, including area code)

​

Not Applicable

(Former name or former address, if changed since last report)

​

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:

​

☐ 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 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 pursuant to Section 12(b) of the Act:

​

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

SAFT

The Nasdaq Stock Market, LLC

​

​

SAFT

The Nasdaq Stock Market, LLC

​

​

Item 5.07 Submissions of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of Safety Insurance Group, Inc. (the “Company”) was held on May 20, 2020. Set forth below, with respect to each matter, as applicable, are the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes.

​

1.

Election of Directors

David F. Brussard and Thalia M. Meehan were elected as Class III directors of the Company to serve a three-year term.  The voting results were as follows:

 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

David F. Brussard

 

11,890,759

 

740,352

 

1,803,409

Thalia M. Meehan 

12,441,713

 

189,398

 

1,803,409

​

In addition, the terms of the following directors continued after the Annual Meeting: Frederic H. Lindeberg, Peter J. Manning, David K. McKown, Mary C. Moran and George M. Murphy.

​

2.

Ratification of Appointment of Independent Registered Public Accounting Firm

The shareholders of the Company ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The voting results were as follows:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

14,159,731

 

262,402

 

12,387

 

0

​

​

3.

Advisory Vote on Executive Compensation

The shareholders of the Company approved, on a non-binding advisory basis, the executive compensation as disclosed in the Company’s Proxy Statement dated April 9, 2020.  The voting results were as follows:

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

12,519,006

 

90,829

 

21,276

 

1,803,409

​

​

​

​

​

​

​

​

​

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.

​

Safety Insurance Group, Inc.

​

(Registrant)

​

​

Date: May 20, 2020

By:  

/s/ CHRISTOPHER T. WHITFORD

​

​

Christopher T. Whitford

​

​

V.P., Chief Financial Officer and Secretary

​

​

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Document and Entity Information
Mar. 30, 2020
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date May 20, 2020
Entity File Number 000-50070
Entity Registrant Name SAFETY INSURANCE GROUP, INC.
Entity Incorporation, State or Country Code DE
Entity Tax Identificatoin Number 13-4181699
Entity Address, Address Line One 20 Custom House Street
Entity Address, State or Province MA
Entity Address, City or Town Boston
Entity Address, Postal Zip Code 02110
City Area Code (617)
Local Phone Number 951-0600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol SAFT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001172052
Amendment Flag false