UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 10, 2026, AMERISAFE, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, as further described below under Item 5.07 of this Current Report on Form 8-K (this “Report”), the Company’s shareholders approved an amendment to the Company’s Certificate of Formation (as amended from time to time, the “Certificate of Formation”) to make certain technical amendments to the Certificate of Formation to conform to the requirements of the TBOC and make other clarifying and technical changes (the “Technical Amendments”). As disclosed below under Item 5.07 of this Current Report, the Company’s shareholders did not approve the amendment to the Certificate of Formation to provide for officer exculpation (the “Officer Exculpation Amendment”). Accordingly, on June 10, 2026, the Company filed an amended and restated certificate of formation of the Company (the “Amended and Restated Certificate of Formation”) with the Texas Secretary of State, which did not include the Officer Exculpation Amendment and which is expected to become effective once accepted for filing by the Texas Secretary of State. The foregoing description of the Amended and Restated Certificate of Formation is not intended to be complete and is qualified in its entirety by reference to the Amended and Restated Certificate of Formation, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held the 2026 Annual Meeting on June 10, 2026 at the Company’s corporate headquarters in DeRidder, Louisiana. The voting results for each matter submitted to the Company’s shareholders for approval, as described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2026 (the “2026 Proxy Statement”), is provided below.
Of the 18,703,771 shares of the Company’s common stock outstanding as of April 16, 2026, the record date for the 2026 Annual Meeting, 17,128,230 shares were represented in person or by proxy at the 2026 Annual Meeting. The inspector of election reported the final vote of the Company’s shareholders as follows:
| 1. | Election of directors. The following director nominees were elected for terms expiring at the Company’s 2029 annual meeting of shareholders: |
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Michael J. Brown |
15,120,165 | 859,290 | 1,148,775 | |||||||||
| G. Janelle Frost |
15,651,044 | 328,411 | 1,148,775 | |||||||||
| Sean M. Traynor |
15,660,680 | 318,775 | 1,148,775 | |||||||||
| 2. | Advisory vote to approve the Company’s compensation of its named executive officers. The compensation of the Company’s named executive officers, as disclosed in the 2026 Proxy Statement under “Executive Compensation” and discussed under “Compensation Discussion and Analysis,” was approved on an advisory basis. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 15,834,256 | 138,678 | 6,521 | 1,148,775 |
| 3. | Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026. The appointment of Ernst & Young was ratified. |
| Votes For |
Votes Against |
Abstentions | ||
| 16,694,687 | 430,980 | 2,563 |
| 4. | Approval of the Officer Exculpation Amendment. The amendment to the Company’s Certificate of Formation to provide for officer exculpation was not approved, as the votes in favor did not exceed the required two-thirds of the Company’s outstanding shares of common stock. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 8,963,682 | 7,013,076 | 2,697 | 1,148,775 |
| 5. | Approval of the Technical Amendments. The amendment to the Company’s Certificate of Formation to make the Technical Amendments was approved. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 15,937,796 | 39,198 | 2,461 | 1,148,775 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Amended and Restated Certificate of Formation of AMERISAFE, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| AMERISAFE, INC. | ||
| By: | /s/ Kathryn H. Shirley | |
| Kathryn H. Shirley | ||
| Executive Vice President, Chief Administrative Officer and Secretary | ||
Date: June 12, 2026