Kinsale Capital Group Inc. filed SEC Form 8-K: Leadership Update, 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): October 1, 2024
(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)
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:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2024, the Board of Directors (the “Board”) of Kinsale Capital Group, Inc. (the “Company”) elected Mary Jane B. Fortin to the Board, effective October 1, 2024, in connection with an increase in the size of the Board from nine to ten members.
Ms. Fortin will serve until her successor is duly elected and qualified or until her death, resignation or removal, whichever is earliest to occur. Ms. Fortin will stand for re-election at the Company’s next annual meeting of stockholders to be held in 2025.
There is no arrangement or understanding between Ms. Fortin and any other persons pursuant to which they were selected as a director.
Ms. Fortin will be eligible to receive compensation for her service on the Board consistent with that provided to all non-employee directors, which is described under the caption “Board of Directors and Corporate Governance -Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2024, as adjusted by the Board from time to time.
Ms. Fortin has been appointed to serve on the Audit Committee of the Board in connection with an increase in the size of the Audit Committee of the Board from three to four members.
A copy of the press release announcing the election of Ms. Fortin to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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: October 3, 2024 | By: | /s/ Bryan P. Petrucelli | ||||||
| Bryan P. Petrucelli | ||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||