Amerisafe investors reject officer exculpation change

AMERISAFE, Inc. reported results of its 2026 annual shareholder meeting held on June 10, 2026 at its DeRidder, Louisiana headquarters.

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Form Type

8-K

Rhea-AI Filing Summary

AMERISAFE, Inc. reported results of its 2026 annual shareholder meeting held on June 10, 2026 at its DeRidder, Louisiana headquarters. Shareholder turnout was high, with 17,128,230 shares represented out of 18,703,771 common shares outstanding as of the April 16, 2026 record date.

Shareholders approved technical amendments to the company’s Certificate of Formation and the company filed an Amended and Restated Certificate of Formation with the Texas Secretary of State that implements these clarifying changes. However, shareholders did not approve a separate amendment that would have provided for officer exculpation, so that change was not included.

All three director nominees — Michael J. Brown, G. Janelle Frost and Sean M. Traynor — were elected, each receiving over 15.1 million votes in favor, with relatively low votes withheld and substantial broker non-votes reported.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares outstanding: 18,703,771 shares Shares represented: 17,128,230 shares Votes for Michael J. Brown: 15,120,165 votes +3 more

6 metrics

Shares outstanding 18,703,771 shares Common stock outstanding as of April 16, 2026 record date

Shares represented 17,128,230 shares Shares present in person or by proxy at 2026 annual meeting

Votes for Michael J. Brown 15,120,165 votes Director election at 2026 annual meeting

Votes for G. Janelle Frost 15,651,044 votes Director election at 2026 annual meeting

Votes for Sean M. Traynor 15,660,680 votes Director election at 2026 annual meeting

Proposal vote example 8,963,682 for / 7,013,076 against One shareholder proposal vote with 2,697 abstentions and 1,148,775 broker non-votes

Key Terms

Amended and Restated Certificate of Formation, officer exculpation, broker non-votes, Certificate of Formation, +1 more

5 terms

Amended and Restated Certificate of Formation regulatory

"the Company filed an amended and restated certificate of formation of the Company"

officer exculpation regulatory

"did not approve the amendment to the Certificate of Formation to provide for officer exculpation"

A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.

broker non-votes financial

"Broker Non-Votes 8,963,682 | | 7,013,076 | | 2,697 | | 1,148,775"

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.

Certificate of Formation regulatory

"approved an amendment to the Company’s Certificate of Formation"

A certificate of formation is the official paperwork filed with a government authority to create a limited liability company or similar business entity, like registering a birth certificate for a company. It proves the business legally exists, records basic facts (name, address, and sometimes ownership or management structure), and becomes a public document investors use in due diligence to verify legitimacy, liability protection, and who controls the company.

Emerging growth company regulatory

"Emerging growth company On June 10, 2026, AMERISAFE, Inc."

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AMERISAFE (AMSF) shareholders approve at the 2026 annual meeting?

Shareholders approved technical amendments to AMERISAFE’s Certificate of Formation. These changes align the charter with Texas law and make clarifying updates. The company then filed an Amended and Restated Certificate of Formation reflecting these technical amendments.

What proposal did AMERISAFE (AMSF) shareholders reject regarding officer exculpation?

Shareholders did not approve an amendment that would have added officer exculpation to AMERISAFE’s Certificate of Formation. As a result, the Amended and Restated Certificate filed with the Texas Secretary of State does not include any officer exculpation provision.

How many AMERISAFE (AMSF) shares were eligible and represented at the 2026 meeting?

AMERISAFE had 18,703,771 common shares outstanding as of the April 16, 2026 record date. At the 2026 annual meeting, 17,128,230 shares were represented in person or by proxy, indicating strong shareholder participation in the voting process.

Were AMERISAFE (AMSF) director nominees elected at the 2026 annual meeting?

Yes. Director nominees Michael J. Brown, G. Janelle Frost and Sean M. Traynor were elected. Each received more than 15.1 million votes for, with comparatively small numbers of votes withheld, along with reported broker non-votes on the election of directors.

What is AMERISAFE’s Amended and Restated Certificate of Formation?

It is an updated version of AMERISAFE’s charter filed with the Texas Secretary of State. The document incorporates shareholder-approved technical amendments to conform with the Texas Business Organizations Code and clarifying changes, but excludes the unapproved officer exculpation amendment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 04:05 PM EDT

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): June 10, 2026

AMERISAFE, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas

001-12251

75-2069407

(State or Other Jurisdiction

of Incorporation)

(Commission

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))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

AMSF

Nasdaq Stock Market LLC

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. ☐

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:

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

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

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

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

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 Number		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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents