8-K
AMERISAFE INC false 0001018979 0001018979 2020-06-05 2020-06-05

 

 

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 5, 2020

 

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))

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

Common Stock, par value $0.01 per share

  

AMSF

  

Nasdaq Stock Market LLC

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 5, 2020 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 30, 2020, were approved. The number of common shares entitled to vote at the Company’s 2019 annual meeting of shareholders was 19,302,784, representing the number of shares outstanding as of April 24, 2020, 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 2023 annual meeting of shareholders:

 

Votes For

   

Votes Withheld

   

Broker Non-Votes

 

Michael J. Brown

   

18,289,993

     

65,490

     

339,372

 

G. Janelle Frost

   

18,142,787

     

212,696

     

339,372

 

Sean M. Traynor

   

18,290,647

     

64,836

     

339,372

 

2.    Advisory vote on executive compensation. The compensation of the Company’s named executive officers as disclosed in the 2020 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

18,253,681

 

85,991

 

15,811

 

339,372

4.    Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020. The appointment was ratified.

Votes For

 

Votes Against

 

Abstentions

18,145,786

 

533,797

 

15,272

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 8, 2020

v3.20.1
Document and Entity Information
Jun. 05, 2020
Cover [Abstract]  
Entity Registrant Name AMERISAFE INC
Amendment Flag false
Entity Central Index Key 0001018979
Document Type 8-K
Document Period End Date Jun. 05, 2020
Entity Incorporation State Country Code TX
Entity File Number 001-12251
Entity Tax Identification Number 75-2069407
Entity Address, Address Line One 2301 Highway 190 West
Entity Address, City or Town DeRidder
Entity Address, State or Province LA
Entity Address, Postal Zip Code 70634
City Area Code (337)
Local Phone Number 463-9052
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol AMSF
Security Exchange Name NASDAQ