RYAN SPECIALTY HOLDINGS, INC. current report, 30 October 2023

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Ryan Specialty Holdings, Inc. — Form 8-K Summary

Reporting date: October 30, 2023, with the related press release issued October 31, 2023. The filing reports a board appointment and does not provide quarterly or annual financial results.

Business Context and Reporting Period

Ryan Specialty Holdings, Inc. is a Delaware corporation whose Class A common stock trades on the New York Stock Exchange under the symbol RYAN. The filing was submitted under Item 5.02 regarding a director appointment and Item 7.01 regarding related Regulation FD disclosure.

Financial and Operating Metrics

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating metrics.

Material Changes Versus Prior Period

  • Anthony J. Kuczinski was elected to the Board effective October 30, 2023.
  • The Board increased to thirteen members.
  • The Board determined that Mr. Kuczinski is independent under applicable NYSE, company, and Exchange Act standards.
  • Mr. Kuczinski was assigned to the Compensation and Governance Committee.

Compensation, Outlook, Risks, and Unusual Items

  • Mr. Kuczinski’s initial term expires at the 2024 annual meeting, subject to renomination and stockholder approval.
  • He will participate in the company’s standard non-employee director compensation arrangements.
  • His compensation includes a restricted stock unit grant with a stated grant-date fair value of $120,000, prorated for his service period, with immediate vesting.
  • He will receive $85,000 annually in cash, paid quarterly, for Board service, with no additional cash compensation for Compensation and Governance Committee service.
  • The company will enter into its standard indemnification agreement with Mr. Kuczinski.
  • The filing states that no related-party transaction requiring disclosure under Item 404(a) was identified and that the appointment was not made pursuant to an arrangement or understanding with another person.
  • No financial guidance, risk update, contingency, or unusual operating item was disclosed.

Investor Verification Items

  • Verify the final terms and timing of the RSU grant and related stock-based compensation expense.
  • Confirm Mr. Kuczinski’s renomination and stockholder approval status at the 2024 annual meeting.
  • Review the company’s standard indemnification agreement and director compensation arrangements.
  • Consult subsequent filings for any changes to Board composition or related compensation.