Business Context and Reporting Period
This Form 8-K Current Report from Palomar Holdings, Inc. (PLMR) covers events occurring on May 21, 2026. The filing primarily addresses corporate governance matters, including the appointment of a new director and the results of the Company's 2026 Annual Meeting of Stockholders.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on governance and voting results.
Material Changes and Governance Events
Director Appointment
On May 21, 2026, the Board appointed Scott Beiser as a Class I director, effective immediately. His term extends until the 2029 Annual Meeting. Mr. Beiser has been assigned to the Audit, Compensation, and Investment Committees.
Compensation for New Director
- 2026 Award: 869 Restricted Stock Units (RSUs) vesting in full on the first anniversary of the grant date.
- 2027 Award: An additional award with a grant date value of $50,000, subject to continued service.
- Standard Compensation: Mr. Beiser will receive compensation consistent with other non-employee directors as previously disclosed in the April 10, 2026 proxy statement.
Annual Meeting Voting Results
Stockholders voted on three proposals at the Annual Meeting held on May 21, 2026:
| Proposal | Outcome | Votes For | Votes Against/Withheld |
|---|---|---|---|
| Proposal 1: Election of Class I Directors (Daryl Bradley and Thomas Bradley) | Approved | Daryl: 22,017,793 Thomas: 22,315,644 |
Daryl: 806,927 withheld Thomas: 509,076 withheld |
| Proposal 2: Advisory Vote on Executive Compensation | Approved | 21,123,368 | 1,680,514 Against 20,838 Abstentions |
| Proposal 3: Ratification of Ernst & Young LLP as Auditors | Approved | 23,696,932 | 108,911 Against 447,986 Abstentions |
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on financial outlook, or discussion of specific risks and contingencies beyond standard governance disclosures. No unusual items were reported.
Key Facts for Investor Verification
- Board Composition: Verify the updated Board of Directors list to confirm Scott Beiser's inclusion and committee assignments.
- Equity Dilution: Review the impact of the 869 RSUs granted to Mr. Beiser on total outstanding shares.
- Executive Compensation Support: Note that the "Say-on-Pay" vote (Proposal 2) passed with approximately 92.6% support (21.1M for vs. 1.7M against).
- Auditor Continuity: Confirm that Ernst & Young LLP remains the independent auditor for the fiscal year ending December 31, 2026.