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Kinsale Capital (NYSE: KNSL) investors approve directors, pay plan and KPMG audit

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Kinsale Capital Group, Inc. reported the results of its 2026 annual stockholder meeting held on May 21, 2026. Stockholders elected nine directors, each receiving at least 17.9 million votes in favor, with modest opposition and broker non-votes recorded for each nominee.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with about 18.0 million votes for, 0.4 million against, and 0.1 million abstentions, plus broker non-votes. In addition, they strongly ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with over 20.1 million votes in favor.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Highest director votes for 18,481,118 votes Votes for Anne C. Kronenberg as director at 2026 annual meeting
Lowest director votes for 17,924,387 votes Votes for Gregory M. Share as director at 2026 annual meeting
Say-on-pay votes for 17,985,583 votes Advisory approval of named executive officer compensation
Say-on-pay votes against 436,855 votes Advisory vote opposing named executive officer compensation
Broker non-votes on pay 1,725,426 votes Broker non-votes on executive compensation advisory proposal
Auditor ratification votes for 20,170,172 votes Ratification of KPMG LLP as 2026 independent registered public accounting firm
Auditor ratification votes against 49,930 votes Votes opposing KPMG LLP ratification
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes Steven J. Bensinger | 18,397,750 | 97,048 | 8,319 | 1,725,426"
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 vote financial
"Proposal 2 - Advisory vote to approve the compensation of the Company’s named executive officers."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."
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.
Inline XBRL technical
"Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
emerging growth company regulatory
"Emerging growth company"
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.
Understanding 8-K Material Events →
0001669162false00016691622026-05-212026-05-21

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): May 21, 2026
KINSALE CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3784898-0664337
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2025 Staples Mill Road
Richmond, Virginia 23230
(Address of principal executive offices, including zip code)
(804) 289-1300
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareKNSLNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company 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.

Kinsale Capital Group, Inc. (the “Company”) held its 2026 annual meeting of stockholders on May 21, 2026. Results of items presented for voting are listed below.

Proposal 1 - Election of nine directors to serve on the Company’s board of directors until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified.
ForAgainstAbstainBroker Non-Votes
Steven J. Bensinger18,397,75097,0488,3191,725,426
Teresa P. Chia18,476,89517,7678,4551,725,426
Mary Jane B. Fortin18,477,16717,3398,6111,725,426
Brian D. Haney18,348,138146,6178,3621,725,426
Robert V. Hatcher, III18,414,07180,5318,5151,725,426
Michael P. Kehoe18,266,610227,8308,6771,725,426
Anne C. Kronenberg18,481,11813,1538,8461,725,426
Robert Lippincott, III18,346,254148,5688,2951,725,426
Gregory M. Share17,924,387569,1639,5671,725,426

Proposal 2 - Advisory vote to approve the compensation of the Company’s named executive officers.
ForAgainstAbstainBroker
Non-Votes
17,985,583436,85580,6791,725,426

Proposal 3 - Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
ForAgainstAbstain
20,170,17249,9308,441


Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File - the cover page XBRL tags are 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.
Kinsale Capital Group, Inc.
Dated: May 21, 2026By:/s/ Bryan P. Petrucelli
Bryan P. Petrucelli
Executive Vice President, Chief Financial Officer and Treasurer


Source: View Original Filing on SEC EDGAR

FAQ

What did Kinsale Capital Group (KNSL) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three items: electing nine directors, approving on an advisory basis executive compensation, and ratifying KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. All three proposals received strong support.

Were all Kinsale Capital Group (KNSL) director nominees elected in 2026?

All nine director nominees were elected. Each nominee received at least 17.9 million votes in favor, with relatively small numbers of votes against or abstaining, along with 1,725,426 broker non-votes reported for each nominee on the director election proposal.

How did Kinsale Capital Group (KNSL) stockholders vote on executive compensation in 2026?

Stockholders approved the company’s named executive officer compensation on an advisory basis. The vote totals were 17,985,583 shares for, 436,855 against, 80,679 abstaining, and 1,725,426 broker non-votes, indicating clear but not unanimous support for the current compensation program.

Did Kinsale Capital Group (KNSL) ratify KPMG as its auditor for 2026?

Stockholders ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 20,170,172 shares for, 49,930 against, and 8,441 abstaining, reflecting very strong support for the auditor selection.

Were there broker non-votes at the Kinsale Capital Group (KNSL) 2026 meeting?

Yes. For the director elections and the advisory vote on executive compensation, 1,725,426 broker non-votes were reported. Broker non-votes typically arise when brokers lack discretionary authority to vote uninstructed shares on certain proposals.

Who signed the Kinsale Capital Group (KNSL) report for the 2026 annual meeting results?

The report was signed on behalf of Kinsale Capital Group, Inc. by Bryan P. Petrucelli, who is the company’s Executive Vice President, Chief Financial Officer and Treasurer, providing the required officer certification for the disclosed voting results.

Filing Exhibits & Attachments

3 documents

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