Business Context and Reporting Period
This Form 8-K Current Report from AMERISAFE, INC. covers events occurring on June 10, 2026, specifically the results of the Company's 2026 Annual Meeting of Shareholders held in DeRidder, Louisiana. The filing details shareholder votes on director elections, executive compensation, auditor ratification, and amendments to the Certificate of Formation.
Key Financial Metrics
This filing is a corporate governance report and does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. No financial statements are included in this document.
Material Changes and Voting Results
Shareholders representing 17,128,230 of 18,703,771 outstanding shares participated in the meeting. Key outcomes include:
- Director Elections: All three nominees (Michael J. Brown, G. Janelle Frost, and Sean M. Traynor) were elected for terms expiring in 2029.
- Executive Compensation: The advisory vote to approve named executive officer compensation was approved with 15,834,256 votes for and 138,678 against.
- Auditor Ratification: The appointment of Ernst & Young LLP as the independent registered public accounting firm for 2026 was ratified.
- Technical Amendments: Shareholders approved technical amendments to the Certificate of Formation to conform to Texas Business Organizations Code (TBOC) requirements.
- Officer Exculpation Amendment: Shareholders did not approve the amendment to provide for officer exculpation. The votes in favor (8,963,682) did not exceed the required two-thirds majority of outstanding shares.
Guidance, Outlook, and Corporate Actions
Following the shareholder vote, the Company filed an Amended and Restated Certificate of Formation with the Texas Secretary of State on June 10, 2026. This filing incorporates the approved Technical Amendments but explicitly excludes the Officer Exculpation Amendment due to its rejection by shareholders. The document does not contain management guidance, outlook, or discussion of risks and contingencies beyond the immediate corporate governance actions.
Investor Verification Checklist
- Verify the effective date of the Amended and Restated Certificate of Formation with the Texas Secretary of State.
- Review the full text of Exhibit 3.1 (Amended and Restated Certificate of Formation) to confirm the specific technical changes made.
- Confirm the Company's future strategy regarding officer liability protections given the rejection of the Officer Exculpation Amendment.
- Check subsequent filings for the Company's 2026 financial results, as this 8-K contains no financial data.