Neptune Insurance holders approve directors, auditor

Neptune Insurance Holdings Inc. reported the results of its 2026 virtual annual meeting of stockholders.

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Form Type

8-K

Rhea-AI Filing Summary

Neptune Insurance Holdings Inc. reported the results of its 2026 virtual annual meeting of stockholders. Investors re-elected Trevor Burgess and Jonathan Carlon as Class I directors to serve until the 2029 annual meeting, with each receiving more than 465 million votes in favor.

Stockholders also ratified PricewaterhouseCoopers LLP as independent public accountants for the fiscal year ending December 31, 2026, with 475,278,678 votes for, 3,631 against and 45,991 abstentions. As of the April 7, 2026 record date, 94,895,913 Class A shares and 43,435,000 Class B shares were outstanding, and approximately 70.98% of eligible shares were represented at the meeting.

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

Class A shares outstanding: 94,895,913 shares Class B shares outstanding: 43,435,000 shares Meeting turnout: 70.98% +3 more

6 metrics

Class A shares outstanding 94,895,913 shares Class A Common Stock outstanding and entitled to vote as of April 7, 2026

Class B shares outstanding 43,435,000 shares Class B Common Stock outstanding and entitled to vote as of April 7, 2026

Meeting turnout 70.98% Percentage of total shares outstanding and entitled to vote represented at the annual meeting

Votes for Burgess 465,826,867 votes Votes cast for director nominee Trevor Burgess

Votes for Carlon 465,861,507 votes Votes cast for director nominee Jonathan Carlon

Votes for PwC ratification 475,278,678 votes Votes in favor of ratifying PricewaterhouseCoopers LLP as independent public accountants

Key Terms

Broker Non-Vote, independent public accountants, emerging growth company, Annual Meeting of Stockholders

4 terms

Broker Non-Vote financial

"Director Nominee | For | Withhold | Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

independent public accountants financial

"to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accountants"

emerging growth company regulatory

"Emerging growth company Item 5.07Submission of Matters to a Vote"

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.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

FAQ

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

What did Neptune Insurance (NP) stockholders decide at the 2026 annual meeting?

Stockholders re-elected Trevor Burgess and Jonathan Carlon as Class I directors and ratified PricewaterhouseCoopers LLP as independent public accountants for the fiscal year ending December 31, 2026, confirming both the board slate and the external auditor relationship.

How many Neptune Insurance (NP) shares were eligible to vote at the 2026 annual meeting?

As of the April 7, 2026 record date, 94,895,913 shares of Class A Common Stock and 43,435,000 shares of Class B Common Stock were outstanding and entitled to vote, with Class A carrying one vote per share and Class B carrying ten votes per share.

What was shareholder turnout at Neptune Insurance’s 2026 annual meeting?

Holders of 98,185,114 shares of common stock were represented in person or by proxy at the 2026 annual meeting, representing approximately 70.98% of the total number of shares outstanding and entitled to vote as of the April 7, 2026 record date.

How strongly were Neptune Insurance’s director nominees supported in the 2026 vote?

Trevor Burgess received 465,826,867 votes for and 4,750,045 withheld, while Jonathan Carlon received 465,861,507 votes for and 4,715,404 withheld, with 4,749,977 broker non-votes recorded for each director nominee at the 2026 annual meeting.

How did Neptune Insurance (NP) stockholders vote on the 2026 auditor ratification?

Stockholders ratified the selection of PricewaterhouseCoopers LLP as independent public accountants for the fiscal year ending December 31, 2026, with 475,278,678 votes for, 3,631 votes against and 45,991 abstentions, and no broker non-votes reported on this proposal.

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

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Accepted by SEC EDGAR 06/01/2026 - 04:07 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): May 28, 2026

NEPTUNE INSURANCE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42878

33-4189588

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification Number)

400 6th Street S, Suite 2

St. Petersburg, Florida 33701

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (727) 202-4815

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

Name of each exchange
on which registered

Class A Common Stock, par value $0.00001 per share

The New 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 5.07Submission of Matters to a Vote of Security Holders.

On May 28, 2026, Neptune Insurance Holdings Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual meeting conducted via live audio webcast, for the following purposes: (i) to elect two directors for a three-year term ending at the Company’s 2029 Annual Meeting of Stockholders (the “2029 Annual Meeting”), and (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the fiscal year ending December 31, 2026.

As of the close of business on April 7, 2026, the record date for the Annual Meeting, there were 94,895,913 shares of the Company’s Class A Common Stock and 43,435,000 shares of the Company’s Class B Common Stock outstanding and entitled to vote. Each share of Class A Common Stock is entitled to one (1) vote per share, and each share of Class B Common Stock is entitled to ten (10) votes per share. At the Annual Meeting, the holders of 98,185,114 shares of Common Stock, representing approximately 70.98% of the total number of shares outstanding and entitled to vote, were represented in person or by proxy.

Set forth below are the voting results for the matters submitted to a vote of the Company’s stockholders at the Annual Meeting.

Proposal No. 1 – Election of Directors

The stockholders elected the following two nominees as Class I directors to serve until the 2029 Annual Meeting and until their respective successors are duly elected and qualified:


Director Nominee	For	Withhold	Broker Non-Vote
Trevor Burgess	465,826,867	4,750,045	4,749,977
Jonathan Carlon	465,861,507	4,715,404	4,749,977

Proposal No. 2 – Ratification of Independent Public Accountants

The stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the fiscal year ending December 31, 2026:


For	Against	Abstain	Broker Non-Vote
475,278,678	3,631	45,991	—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	NEPTUNE INSURANCE HOLDINGS INC.

Date: June 1, 2026	By:	/s/ Trevor Burgess
		Trevor Burgess
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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