American Integrity holders back director, pay and auditor
American Integrity Insurance Group, Inc. reported the results of its annual stockholder meeting held on June 11, 2026.
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Form Type
8-K
Rhea-AI Filing Summary
American Integrity Insurance Group, Inc. reported the results of its annual stockholder meeting held on June 11, 2026. Stockholders elected Steven Smathers as a Class I director for a three-year term ending at the 2029 annual meeting.
They also ratified Forvis Mazars, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved on an advisory basis the compensation of the named executive officers. In the advisory vote on how often to hold future say‑on‑pay votes, stockholders favored a three-year frequency, and the board has adopted that schedule until the next frequency vote expected in 2029.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares represented at meeting: 18,640,944 shares
Votes for director Smathers: 11,654,530 votes
Votes for auditor ratification: 18,636,869 votes
+3 more
6 metrics
Shares represented at meeting
18,640,944 shares
Common stock present or represented at June 11, 2026 annual meeting
Votes for director Smathers
11,654,530 votes
Election of Class I director Steven Smathers
Votes for auditor ratification
18,636,869 votes
Ratification of Forvis Mazars, LLP for FY ending Dec. 31, 2026
Votes for say-on-pay
15,682,721 votes
Advisory approval of named executive officer compensation
Votes for 1-year say-on-pay frequency
7,776,895 votes
Advisory vote on frequency of future say-on-pay, one-year option
Votes for 3-year say-on-pay frequency
8,068,067 votes
Advisory vote on frequency of future say-on-pay, three-year option
Key Terms
emerging growth company, independent registered public accounting firm, named executive officers, broker non-votes, +1 more
5 terms
emerging growth company regulatory
"Emerging growth company x o Item 5.07 Submission of Matters"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
independent registered public accounting firm financial
"Ratification of the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
named executive officers financial
"approval, on an advisory basis, of the compensation of the Company’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
broker non-votes regulatory
"ABSTENTIONS | BROKER NON- VOTES Steven Smathers | 11,654,530"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis regulatory
"Approval, on an advisory basis, of the compensation of the Company’s named executive officers."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did American Integrity Insurance Group (AII) stockholders approve at the 2026 annual meeting?
Stockholders approved all four proposals presented. They elected Class I director Steven Smathers, ratified Forvis Mazars, LLP as auditor for 2026, approved executive compensation on an advisory basis, and chose a three-year frequency for future advisory votes on named executive officer pay.
Was the director nominee elected at American Integrity Insurance Group’s 2026 meeting?
Yes. Class I director nominee Steven Smathers received 11,654,530 votes for, 4,589,613 votes against, 79 abstentions, and 2,396,722 broker non‑votes. He will serve a three‑year term ending at the 2029 annual meeting, subject to earlier death, resignation, or removal.
Which audit firm did American Integrity Insurance Group (AII) stockholders ratify for 2026?
Stockholders ratified Forvis Mazars, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote recorded 18,636,869 votes for, 832 votes against, and 3,243 abstentions, indicating strong support for the firm’s appointment.
How did American Integrity Insurance Group (AII) stockholders vote on executive compensation?
On an advisory basis, stockholders approved the compensation of named executive officers. The say‑on‑pay proposal received 15,682,721 votes for, 333,313 votes against, 228,188 abstentions, and 2,396,722 broker non‑votes, indicating overall support for the company’s executive pay program.
What frequency for future say-on-pay votes did American Integrity Insurance Group (AII) adopt?
Stockholders preferred a three-year say‑on‑pay cycle. Votes were 7,776,895 for one year, 2,245 for two years, 8,068,067 for three years, and 397,015 abstentions. The board adopted a three‑year frequency until the next stockholder frequency vote, expected at the 2029 annual meeting.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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