Skyward Specialty Insurance Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$SKWD
Property-Casualty Insurers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 13, 2025 (May 7, 2025)
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensator Arrangements of Certain Officers.
On May 13, 2025, Skyward Specialty Insurance Group, Inc. (the "Company"), announced that Kirby Hill, the Company’s Executive Vice President and President, Captives and Specialty Programs, will transition to the role of Chairman of Captives and Specialty Programs, focusing principally on key business development and strategic matters for the divisions. Mr. Hill will continue to serve as an Executive Vice President of the Company. Corey LaFlamme has been recruited and will assume the role of President, Captives and Specialty Programs with oversight of operational matters for the divisions.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 7, 2025, the Company held its Annual Meeting of Shareholders. The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
The following director nominees as disclosed in the proxy statement were elected by the vote set forth below:
| Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Marcia Dall | 33,449,725 | 2,124,376 | 1,456,836 | ||||||||
| Anthony J. Kuczinski | 24,239,234 | 11,334,867 | 1,456,836 | ||||||||
The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote, as set forth below:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 35,238,948 | 329,149 | 6,004 | 1,456,836 | ||||||||
The frequency of future advisory votes on our named executive officers’ compensation as disclosed in the proxy statement was approved in an advisory vote, as set forth below:
For Every One Year | For Every Two Years | For Every Three Years | Abstain | Broker Non-Votes | ||||||||||
34,818,977 | 3,576 | 734,104 | 17,443 | 1,456,837 | ||||||||||
*In accordance with the recommendation of the Company’s Board of Directors and the voting results on this advisory proposal, the Board of Directors has determined that the Company will hold future advisory votes on executive compensation every year until the next required advisory vote on the frequency of advisory votes on executive compensation, which will occur not later than the Company’s Annual Meeting of Shareholders in 2031.
The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2025 was ratified by the vote set forth below:
For | Against | Abstain | Broker Non-Votes | ||||||||
37,017,459 | 10,733 | 2,744 | --- | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SKYWARD SPECIALTY INSURANCE GROUP, INC. | ||||||||||||||
| Date: | May 13, 2025 | /s/ Patricia Ryan | ||||||||||||
| Patricia Ryan | ||||||||||||||
| General Counsel | ||||||||||||||