Kestrel Group (NASDAQ: KG) shareholders approve board, pay plan and Grant Thornton

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Kestrel Group Ltd held its 2026 Annual General Meeting on June 10, 2026, where shareholders elected seven directors to serve until the 2027 meeting. Each director nominee received over 7.26 million votes in favor, with around 1.58 million broker non-votes recorded per nominee.

Shareholders approved a non-binding advisory resolution on executive compensation, with 6,796,163 votes for and 89,746 against. They also chose an annual schedule for future advisory votes on pay, with 7,315,165 votes favoring one year.

In addition, shareholders approved the appointment of Grant Thornton LLP as independent registered public accounting firm for the 2026 fiscal year, with 8,950,331 votes in favor. Common Shares outstanding as of the record date were 8,479,673, and 2,237,534 additional Common Shares were held as treasury shares by a wholly owned subsidiary.

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

Record date Common Shares: 8,479,673 shares Treasury shares: 2,237,534 shares Say-on-pay support: 6,796,163 votes for +3 more

6 metrics

Record date Common Shares 8,479,673 shares Common Shares outstanding as of the Record Date

Treasury shares 2,237,534 shares Common Shares held by Maiden Reinsurance Ltd. as treasury shares

Say-on-pay support 6,796,163 votes for Non-binding advisory resolution on executive compensation

Annual frequency votes 7,315,165 votes Shareholders selecting one-year frequency for advisory pay votes

Auditor ratification votes for 8,950,331 votes Appointment of Grant Thornton LLP for 2026 fiscal year

Director example votes 7,349,124 votes for Votes for director nominee Terry Ledbetter

Key Terms

non-binding advisory resolution, broker non-vote, treasury shares, independent registered public accounting firm, +1 more

5 terms

non-binding advisory resolution regulatory

"The vote on a non-binding advisory resolution to approve the compensation of our executive officers"

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

broker non-vote regulatory

"The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes"

treasury shares financial

"Common Shares owned by Maiden Reinsurance Ltd., a wholly-owned subsidiary of the Company, which are held as treasury shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

independent registered public accounting firm regulatory

"The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the 2026 fiscal year"

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.

Annual General Meeting of Shareholders regulatory

"the 2026 Annual General Meeting of Shareholders (the “Annual General Meeting” or the “Meeting”) of Kestrel Group Ltd"

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Understanding 8-K Material Events →

06/15/2026 - 04:15 PM

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 15, 2026 (June 10, 2026 )

Kestrel Group Ltd

(Exact name of registrant as specified in its charter)

Bermuda

001-42668

98-1833921

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

11 Bermudiana Road, Suite 1141,

Pembroke HM08, Bermuda

(Address of principal executive offices and zip code)

(441) 298-4900

(Registrant's telephone number, including area code)

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:

☐

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 pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Shares, par value $0.01 per share

Nasdaq Capital Market

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 10, 2026, the 2026 Annual General Meeting of Shareholders (the “Annual General Meeting” or the “Meeting”) of Kestrel Group Ltd (the “Company”), was held for holders of common shares, par value $0.01 ("Common Shares"). The Common Shares outstanding as of the Record Date were 8,479,673. There were also an additional 2,237,534 Common Shares owned by Maiden Reinsurance Ltd., a wholly-owned subsidiary of the Company, which are held as treasury shares and were entitled to vote at the Meeting. At the Meeting, the shareholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 24, 2026. Shareholders approved items 1, 2 and 4 and selected one year as the frequency for the non-binding advisory vote on executive compensation.. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s shareholders.

1.The election of the seven directors of the Company named in the accompanying Proxy Statement to serve until the 2027 Annual General Meeting of Shareholders:


Nominees	Votes For	Withheld	Broker Non-Vote

Terry Ledbetter	7,349,124	22,555	1,580,954
Bradford Luke Ledbetter	7,350,540	21,139	1,580,954
Joseph Brecher	7,282,561	89,118	1,580,954
Erik Cohen	7,272,268	99,411	1,580,954
Michael Hotchkiss	7,269,720	101,959	1,580,954
Steven Nigro	7,349,331	22,348	1,580,954
Jeffrey Weissmann	7,273,447	98,232	1,580,954

2. The vote on a non-binding advisory resolution to approve the compensation of our executive officers:


Votes For	Votes Against	Abstain	Broker Non-Vote

6,796,163	89,746	485,770	1,580,954

3. The vote on a non-binding advisory proposal to determine the frequency (whether annual, biennial or triennial) with which shareholders of the Company shall be entitled to have an advisory vote on executive compensation:


1 year	2 years	3 years	Abstain	Broker Non-Vote

7,315,165	489	41,569	14,456	1,580,954

In light of these voting results, the Board of Directors has determined that the Company will hold a non-binding, advisory vote on the compensation of its named executive officers on an annual basis until the next required vote by shareholders on the frequency of such advisory votes.

4. The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the 2026 fiscal year:


Votes For	Votes Against	Abstain	Broker Non-Vote

8,950,331	779	1,523	—

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.


Date:	June 15, 2026		Kestrel Group Ltd

		By:	/s/ Bradford Luke Ledbetter
		Name:	Bradford Luke Ledbetter
		Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Kestrel Group (KG) shareholders decide at the 2026 annual meeting?

Shareholders elected seven directors, approved a non-binding say-on-pay proposal, chose an annual frequency for future pay votes, and ratified Grant Thornton LLP as independent auditor for the 2026 fiscal year.

How did Kestrel Group (KG) shareholders vote on director elections in 2026?

All seven director nominees were elected, each receiving over 7.26 million votes for. Broker non-votes totaled 1,580,954 for each nominee, indicating strong overall support for the board slate presented.

Was Kestrel Group (KG) executive compensation approved by shareholders in 2026?

Yes. The non-binding advisory vote on executive compensation received 6,796,163 votes for, 89,746 against, and 485,770 abstentions, with 1,580,954 broker non-votes, signaling broad shareholder backing of the company’s pay practices.

How often will Kestrel Group (KG) hold say-on-pay votes after the 2026 meeting?

Shareholders selected an annual frequency, with 7,315,165 votes for one year, 489 for two years, and 41,569 for three years. The board decided to hold advisory votes on executive pay every year in line with this result.

Which audit firm did Kestrel Group (KG) shareholders approve for fiscal 2026?

Shareholders approved Grant Thornton LLP as the independent registered public accounting firm for the 2026 fiscal year, with 8,950,331 votes for, 779 against, and 1,523 abstentions, and no broker non-votes recorded.

How many Kestrel Group (KG) shares were eligible to vote at the 2026 meeting?

Common Shares outstanding as of the record date were 8,479,673. An additional 2,237,534 Common Shares were owned by Maiden Reinsurance Ltd., a wholly owned subsidiary, held as treasury shares and entitled to vote at the meeting.

Filing Exhibits & Attachments

3 documents