Enact Holdings Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Specialty Insurers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 16, 2024
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of | (Commission | (IRS Employer | ||||||||||||
| Incorporation) | File Number) | Identification No.) | ||||||||||||
(919 ) 846-4100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 3.03 | Material Modification to Rights of Security Holders. | ||||
The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; | ||||
On May 16, 2024, as described below, upon the recommendation of the Board of Directors (the “Board”) of Enact Holdings, Inc. (the “Corporation”), the Corporation’s stockholders approved an amendment to the Corporation’s Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”) to add a provision exculpating certain of the Corporation’s officers from liability in specific circumstances, as permitted by Delaware law (the “Amendment”).
As a result, the Corporation filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on May 16, 2024 (“Certificate of Amendment”), which became effective upon filing. Subsequently, the Corporation also filed a restated certificate of incorporation (the “Restated Certificate”) that integrated the Certificate of Incorporation and the Amendment.
The foregoing descriptions of the Amendment and the Restated Certificate are qualified in their entirety by reference to the full text of the Certificate of Amendment and Restated Certificate, respectively, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders | ||||
On May 16, 2024, the Corporation held its Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for each of the proposals submitted to a vote of the Corporation’s stockholders at the Annual Meeting are as follows:
Proposal 1: Election of directors to serve until the Corporation’s 2025 Annual Meeting of Stockholders.
| Votes “For” | Votes “Withheld” | Broker Non-Votes | ||||||||||||
| DOMINIC J. ADDESSO | 153,119,958 | 326,007 | 1,540,935 | |||||||||||
| MICHAEL A. BLESS | 153,401,846 | 44,119 | 1,540,935 | |||||||||||
| JOHN D. FISK | 153,402,676 | 43,289 | 1,540,935 | |||||||||||
| ROHIT GUPTA | 153,402,504 | 43,461 | 1,540,935 | |||||||||||
| SHEILA HOODA | 151,150,657 | 2,295,308 | 1,540,935 | |||||||||||
| THOMAS J. MCINERNEY | 145,511,984 | 7,933,981 | 1,540,935 | |||||||||||
| ROBERT P. RESTREPO, JR. | 153,095,973 | 349,992 | 1,540,935 | |||||||||||
| DEBRA W. STILL | 153,329,688 | 116,277 | 1,540,935 | |||||||||||
| WESTLEY V. THOMPSON | 153,400,985 | 44,980 | 1,540,935 | |||||||||||
| JEROME T. UPTON | 153,401,210 | 44,755 | 1,540,935 | |||||||||||
| ANNE G. WALESKI | 153,197,557 | 248,408 | 1,540,935 | |||||||||||
Proposal 2: Advisory vote to approve Named Executive Officer compensation.
| Votes “For” | Votes “Against” | Abstentions | Broker Non-Votes | |||||||||||||||||
| 152,266,974 | 1,109,683 | 69,308 | 1,540,935 | |||||||||||||||||
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Proposal 3: Ratification of the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2024 fiscal year.
| Votes “For” | Votes “Against” | Abstentions | Broker Non-Votes | |||||||||||||||||
| 153,961,067 | 1,021,625 | 4,208 | - | |||||||||||||||||
Proposal 4: Approval of an Amendment to the Corporation's Certificate of Incorporation to Adopt Provisions Limiting the Liability of Certain Officers as Permitted Under Delaware Law.
| Votes “For” | Votes “Against” | Abstentions | Broker Non-Votes | |||||||||||||||||
| 139,831,889 | 13,607,328 | 6,748 | 1,540,935 | |||||||||||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit Number | ||||||||
| Certificate of Amendment of Certificate of Incorporation of Enact Holdings, Inc. | ||||||||
| Restated Certificate of Incorporation of Enact Holdings, Inc. | ||||||||
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document) | |||||||
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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.
| Enact Holdings, Inc. | |||||||||||
| By: | /s/ Hardin Dean Mitchell | ||||||||||
| Name: | Hardin Dean Mitchell | ||||||||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | ||||||||||
| Dated: May 20, 2024 | |||||||||||
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