false
0001761312
0001761312
2024-05-23
2024-05-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 23, 2024
Palomar Holdings, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-38873
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Delaware
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83-3972551
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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7979 Ivanhoe Avenue, Suite 500
La Jolla, California 92037
(Address of principal executive offices, including zip code)
(619) 567-5290
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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):
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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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PLMR
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 Selection 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Palomar Holdings, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) on May 23, 2024. At the Annual Meeting, the Company’s stockholders voted on three proposals, as described below. Each of the proposals was described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 11, 2024. The vote totals noted below are final voting results from the Annual Meeting.
Proposal 1
The Company’s stockholders elected the following three Class II Directors to hold office until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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| Catriona M. Fallon |
20,669,057 |
734,000 |
1,569,654 |
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| Daina Middleton |
20,642,132 |
760,925 |
1,569,654 |
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| Richard H. Taketa |
20,362,256 |
1,040,801 |
1,569,654 |
Proposal 2
The Company’s stockholders approved the advisory resolution to approve the compensation of the Company’s Named Executive Officers.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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| 20,145,187 |
1,255,020 |
2,850 |
1,569,654 |
Proposal 3
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
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Votes For
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Votes Against
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Abstentions
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| 22,850,805 |
120,503 |
1,403 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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PALOMAR HOLDINGS, INC.
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Date:
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May 23, 2024
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/s/ T. Christopher Uchida
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T. Christopher Uchida
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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