Kinsale Capital Group Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$KNSL
Property-Casualty Insurers
Finance
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): May 22, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(804 ) 289-1300
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
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:
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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Kinsale Capital Group, Inc. (the "Company") held its 2025 annual meeting of stockholders on May 22, 2025 ("the 2025 annual meeting"). At the 2025 annual meeting, the stockholders of the Company approved the Kinsale Capital Group, Inc. 2025 Omnibus Incentive Plan (the "Plan"). A description of the Plan is set forth in the Company's Proxy Statement filed with the Securities and Exchange Commission (the "SEC") on April 7, 2025. The description is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2025 annual meeting, stockholders of the Company approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the "Charter"), which had previously been approved by the Company’s Board of Directors subject to stockholder approval. The Charter amendment updates the exculpation provision with respect to certain officers of the Company as permitted by recent amendments to the Delaware General Corporation Law. The Charter amendment was filed with the Secretary of State of the State of Delaware on May 22, 2025 and was effective as of such date.
A description of the Charter amendment is set forth in the Company's Proxy Statement filed with the SEC on April 7, 2025. The foregoing description of the Charter amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Results of items presented for voting at the 2025 annual meeting are listed below.
Proposal 1 - Election of nine directors to serve on the Company’s board of directors until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified.
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Steven J. Bensinger | 18,595,130 | 32,948 | 10,965 | 1,849,575 | |||||||||||||||||||
| Teresa P. Chia | 18,619,894 | 8,771 | 10,378 | 1,849,575 | |||||||||||||||||||
| Mary Jane B. Fortin | 18,601,800 | 26,923 | 10,320 | 1,849,575 | |||||||||||||||||||
| Robert V. Hatcher, III | 18,447,815 | 180,387 | 10,841 | 1,849,575 | |||||||||||||||||||
| Michael P. Kehoe | 18,142,949 | 484,913 | 11,181 | 1,849,575 | |||||||||||||||||||
| Anne C. Kronenberg | 18,619,115 | 9,338 | 10,590 | 1,849,575 | |||||||||||||||||||
| Robert Lippincott, III | 18,292,466 | 335,602 | 10,975 | 1,849,575 | |||||||||||||||||||
| Frederick L. Russell, Jr. | 18,610,574 | 17,375 | 11,094 | 1,849,575 | |||||||||||||||||||
| Gregory M. Share | 17,704,807 | 923,291 | 10,945 | 1,849,575 | |||||||||||||||||||
Proposal 2 - Advisory vote to approve the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 17,829,070 | 787,916 | 22,057 | 1,849,575 | |||||||||||||||||
Proposal 3 - Approval of an Amendment to the Company's Certificate of Incorporation to include the exculpation of officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 16,321,108 | 2,295,671 | 22,264 | 1,849,575 | |||||||||||||||||
Proposal 4 - Approval of the Kinsale Capital Group, Inc. 2025 Omnibus Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 16,476,141 | 2,143,188 | 19,714 | 1,849,575 | |||||||||||||||||
Proposal 5 - Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstain | ||||||||||||
| 20,409,665 | 67,963 | 10,990 | ||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
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.
| Kinsale Capital Group, Inc. | ||||||||
| Dated: May 22, 2025 | By: | /s/ Bryan P. Petrucelli | ||||||
| Bryan P. Petrucelli | ||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||