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Mercury General (NYSE: MCY) backs directors, pay and KPMG

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

Rhea-AI Filing Summary

Mercury General Corporation reported the results of its 2026 Annual Meeting of Shareholders. Investors elected all nine director nominees, with votes for each ranging around 39–41 million shares and broker non-votes of 2,584,625 on each director proposal.

Shareholders approved, on an advisory and non-binding basis, the compensation of named executive officers, with 40,328,913 shares voting for, 568,701 against and 28,086 abstaining, plus 2,584,625 broker non-votes. They also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 42,985,321 shares for, 511,025 against and 13,979 abstaining.

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.
Say-on-pay votes for 40,328,913 shares Advisory approval of named executive officer compensation
Say-on-pay votes against 568,701 shares Advisory approval of named executive officer compensation
Auditor ratification votes for 42,985,321 shares Ratification of KPMG LLP for fiscal year ending December 31, 2026
Auditor ratification votes against 511,025 shares Ratification of KPMG LLP for fiscal year ending December 31, 2026
Votes for George G. Braunegg 40,720,444 shares Election of director at 2026 Annual Meeting
Votes withheld Martha E. Marcon 1,810,103 shares Election of director at 2026 Annual Meeting
Broker non-votes on director items 2,584,625 shares Common broker non-votes across director elections and say-on-pay
broker non-votes financial
"Number of Shares Withheld | Broker Non-Votes George G. Braunegg"
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, non-binding basis financial
"The shareholders approved, on an advisory, non-binding basis, the compensation"
independent registered public accounting firm regulatory
"selection of KPMG 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.
Inline XBRL technical
"104. Cover page Interactive Data File (formatted as inline XBRL)"
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.
0000064996falseNYSETX00000649962026-05-132026-05-130000064996exch:XNYS2026-05-132026-05-130000064996exch:XCHI2026-05-132026-05-13

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 13, 2026

Commission File No. 001-12257

 MERCURY GENERAL CORPORATION

(Exact Name of Registrant as Specified in Charter)
California95-2211612
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
4484 Wilshire Boulevard
Los Angeles, California90010
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (323937-1060
____________________
 
Not applicable
(Former name or former address, if changed since last report)
 
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 240.14.a-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 StockMCYNew York Stock Exchange
Common StockMCYNew York Stock Exchange Texas

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

Mercury General Corporation (the "Company") held its 2026 Annual Meeting of Shareholders on May 13, 2026. The matters voted upon at the meeting included the election of all nine directors, an advisory vote to approve named executive officer compensation, and ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes cast with respect to these matters were as follows:
Election of Directors
NomineeNumber of  Shares
Voted For
Number of  Shares
Withheld
Broker Non-Votes
George G. Braunegg40,720,444205,2562,584,625
Ramona L. Cappello40,606,069319,6312,584,625
James G. Ellis40,366,864558,8362,584,625
George Joseph40,351,775573,9252,584,625
Vicky Wai Yee Joseph40,449,833475,8672,584,625
Victor G. Joseph40,247,583678,1172,584,625
Joshua E. Little40,418,151507,5492,584,625
Martha E. Marcon39,115,5971,810,1032,584,625
Gabriel Tirador40,674,471251,2292,584,625
Advisory Vote to Approve Named Executive Officer Compensation
The shareholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers as described in its Proxy Statement, by the following votes:
ForAgainstAbstainBroker Non-Votes
40,328,913568,70128,0862,584,625
Ratification of the Selection of KPMG LLP as the Company's Independent Registered Public Accounting Firm
The shareholders ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 as described in its Proxy Statement, by the following votes:
ForAgainstAbstainBroker Non-Votes
42,985,321511,02513,979N/A

Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits.

104.     Cover page Interactive Data File (formatted as inline XBRL)



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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: May 14, 2026  MERCURY GENERAL CORPORATION
  By: 
/s/ THEODORE STALICK
  Name: Theodore Stalick
  Its:  Chief Financial Officer



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FAQ

What did Mercury General (MCY) shareholders decide at the 2026 annual meeting?

Shareholders elected all nine director nominees, approved executive pay on an advisory basis, and ratified KPMG LLP as auditor for the fiscal year ending December 31, 2026. Voting support levels were high across all three proposals, indicating broad backing for current governance and oversight.

How did Mercury General (MCY) shareholders vote on director elections?

All nine director nominees were elected, each receiving over 39 million votes in favor. For example, George G. Braunegg received 40,720,444 shares voted for and 205,256 withheld, with 2,584,625 broker non-votes, showing strong support for the existing board slate.

Was Mercury General (MCY) executive compensation approved by shareholders?

Yes. On an advisory, non-binding basis, 40,328,913 shares voted for the named executive officer compensation, 568,701 voted against, and 28,086 abstained, with 2,584,625 broker non-votes. This outcome signals broad shareholder acceptance of the company’s current executive pay program and structure.

Did Mercury General (MCY) shareholders ratify KPMG as the company’s auditor?

Shareholders ratified KPMG LLP as Mercury General’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 42,985,321 shares for, 511,025 against, and 13,979 abstentions, reflecting strong shareholder support for retaining KPMG in the audit role.

When was Mercury General’s 2026 Annual Meeting of Shareholders held?

The 2026 Annual Meeting of Shareholders for Mercury General Corporation took place on May 13, 2026. At this meeting, investors voted on director elections, an advisory resolution on executive compensation, and the ratification of KPMG LLP as the independent registered public accounting firm for 2026.

Filing Exhibits & Attachments

4 documents