Form 8-K AMERISAFE INC For: Jun 10

June 14, 2022 4:17 PM EDT

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AMERISAFE INC false 0001018979 0001018979 2022-06-10 2022-06-10












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 10, 2022




(Exact Name of Registrant as Specified in its Charter)




Texas   001-12251   75-2069407
(State or Other Jurisdiction
of Incorporation)
File Number)
  (IRS Employer
Identification No.)

2301 Highway 190 West

DeRidder, Louisiana 70634

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (337) 463-9052



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 (see General Instruction A.2. below):



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Securities registered or to be registered pursuant to Section 12(b) of the Act.


Title of each class





Name of each exchange

on which registered

Common Stock, par value $0.01 per share   AMSF   Nasdaq Stock Market LLC




Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 10, 2022 the Company held its annual meeting of shareholders. All matters submitted for approval by the Company’s shareholders, as described in the Company’s proxy statement on Schedule 14A filed with the SEC on April 29, 2022, were approved. The number of common shares entitled to vote at the Company’s 2022 annual meeting of shareholders was 19,320,422, representing the number of shares outstanding as of April 18, 2022, the record date for the annual meeting.

The results of each matter voted on at the annual meeting were as follows:



Election of directors. The following directors were elected for terms expiring at the 2025 annual meeting of shareholders:



Votes For


Votes Withheld


Broker Non-Votes

Teri G. Fontenot

  17,755,494   589,367   376,962

Billy B. Greer

  18,295,151   49,710   376,962

Jared A. Morris

  16, 719,296   1,625,565   367,962



Approval of the Company’s 2022 Equity & Incentive Compensation Plan.


Votes For


Votes Against




Broker Non-Votes


  558,238   2,898   376,962

3.    Advisory vote on executive compensation. The compensation of the Company’s named executive officers as disclosed in the 2022 proxy statement under “Executive Compensation” and discussed under “Compensation Discussion and Analysis” was approved on an advisory basis.


Votes For


Votes Against




Broker Non-Votes


  106,943   3,691   376,962

4.    Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022. The appointment was ratified.


Votes For


Votes Against




  767,402   1,009


Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Kathryn H. Shirley

  Kathryn H. Shirley
  Executive Vice President,
  Chief Administrative Officer and Secretary

Date: June 14, 2022

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