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 9, 2017
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 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 9, 2017 the Company held its annual meeting of shareholders. The number of common shares entitled to vote at the Company’s 2017 annual meeting of shareholders was 19,230,135 representing the number of shares outstanding as of April 17, 2017, 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 2020 annual meeting of shareholders: |
| Votes For | Votes Withheld | Broker Non-Votes | ||||
| Michael J. Brown |
17,620,495 | 336,590 | 513,408 | |||
| G. Janelle Frost |
17,906,064 | 51,021 | 513,408 |
| 2. | Re-approval of the material terms for qualified performance-based compensation under the Company’s 2012 Equity and Incentive Compensation Plan. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 16,574,716 | 1,379,350 | 3,019 | 513,408 |
| 3. | Advisory vote on compensation of the Company’s named executive officers as disclosed in the 2017 proxy statement under “Executive Compensation” and discussed under “Compensation Discussion and Analysis.” |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 17,645,609 | 307,629 | 3,847 | 513,408 |
| 4. | Advisory vote on the frequency of advisory votes on the compensation of the Company’s named executive officers. |
| Shares Voted For Every Year |
Shares Voted For Every Two Years |
Shares Voted For Every Three Years |
Shares Abstentions | |||
| 14,887,802 | 2,015 | 3,063,801 | 3,467 |
The option of an advisory compensation vote every year received the highest number of shareholder votes. The Company’s board of directors recommended an annual vote and will follow that recommendation and include an advisory shareholder vote on executive compensation in its proxy materials every year until the next required vote on such frequency is conducted.
| 5. | Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017. |
| Votes For |
Votes Against |
Abstentions | ||
| 18,232,620 | 236,948 | 925 |
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, General Counsel and Secretary | ||
Date: June 12, 2017