UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 3, 2026, Safety Insurance Group, Inc., a Delaware corporation (“Safety”), held a special meeting of stockholders at its headquarters, 20 Custom House Street, Boston, Massachusetts 02110 (the “Special Meeting”). As of the close of business on September 8, 2026, the record date for the Special Meeting, there were 14,680,482 shares of Safety’s common stock, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 11,338,195 shares of Common Stock were present or represented by proxy, representing 77.23% of the shares of Common Stock issued and outstanding and entitled to vote, which constituted a quorum to conduct business at the Special Meeting.
At the Special Meeting, holders of Common Stock voted on two proposals, with the board of directors of Safety recommending a vote “FOR” each of these proposals, as described in further detail in Safety’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 14, 2026.
The following is a summary of the matters voted upon at the Special Meeting and the final voting results with respect to each of such matter.
Proposal No. 1 – The Merger Proposal: The proposal to adopt the Agreement and Plan of Merger, dated as of July 23, 2026 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Safety, MAPFRE U.S.A. Corp., a Massachusetts corporation (“Mapfre”), and Splash Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Mapfre (“Merger Subsidiary”), and approve the transactions contemplated by the Merger Agreement, pursuant to which Merger Subsidiary will merge with and into Safety, with Safety surviving as a wholly owned direct subsidiary of Mapfre (the “Merger”), was approved by the votes set forth below:
Votes For | | Votes Against | | Abstentions | |||
| 11,298,703 |
| 12,918 |
| 26,574 | ||
Proposal No. 2 – The Compensation Proposal: The proposal to approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to Safety’s named executive officers that is based on or otherwise relates to the Merger was approved by the votes set forth below:
Votes For | | Votes Against | | Abstentions | |||
| 9,240,002 |
| 2,082,047 |
| 16,146 | ||
Proposal No. 3 – The Adjournment Proposal: In connection with the Special Meeting, Safety also solicited proxies with respect to the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Proposal or to ensure that any necessary supplement or amendment to the proxy statement accompanying the notice was provided to Safety’s stockholders. Given that there was a quorum present and there were sufficient proxies at the time of the Special Meeting to adopt the Merger Agreement, the proposal was rendered moot.
Completion of the transactions contemplated by the Merger Agreement remains subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.
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 thereunto duly authorized.
Safety Insurance Group, Inc. | ||
Date: November 3, 2026 | By: | /s/ CHRISTOPHER T. WHITFORD |
Name: | Christopher T. Whitford | |
Title: | V.P., Chief Financial Officer and Secretary | |