Ryan Specialty (RYAN) holders approve directors, auditor and executive pay package

Rhea-AI Filing Summary

Ryan Specialty Holdings, Inc. reported the results of its annual stockholder meeting. All director nominees were elected to serve until the 2027 annual meeting, with each receiving over 1.22 billion votes in favor and relatively few votes against or withheld.

Stockholders also approved the ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,245,571,118 votes in favor. In addition, the advisory proposal on executive compensation passed, receiving 1,235,002,019 votes for, 202,513 against, and 52,630 abstentions, along with 10,447,967 broker non-votes.

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

Votes for David P. Bolger: 1,232,310,715 votes Votes for Francesca Cornelli: 1,235,108,258 votes Auditor ratification votes for: 1,245,571,118 votes +4 more

7 metrics

Votes for David P. Bolger 1,232,310,715 votes Election of directors proposal

Votes for Francesca Cornelli 1,235,108,258 votes Election of directors proposal

Auditor ratification votes for 1,245,571,118 votes Ratification of Deloitte & Touche LLP for 2026

Auditor ratification votes against 106,222 votes Ratification of Deloitte & Touche LLP for 2026

Say-on-pay votes for 1,235,002,019 votes Advisory vote on executive compensation

Say-on-pay votes against 202,513 votes Advisory vote on executive compensation

Broker non-votes on proposals 10,447,967 votes Director and executive compensation proposals

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote on executive compensation, named executive officers

4 terms

broker non-votes financial

"For | Against | Withheld | Broker Non-Votes"

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.

independent registered public accounting firm regulatory

"ratify the appointment of Deloitte & Touche 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.

advisory vote on executive compensation financial

"Proposal 3 - Advisory Vote on Executive Compensation"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

named executive officers financial

"the compensation paid to the Company’s named executive officers has been approved"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

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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): April 28, 2026

____________________

RYAN SPECIALTY HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

____________________

Delaware		001-40645		86-2526344
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
155 North Wacker Drive, Suite 4000
Chicago, Illinois				60606
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 312 784-6001

(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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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
Class A Common Stock, $0.001 par value		RYAN		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 o

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, at which a quorum was present, the stockholders of the Company voted on the following

proposals:

Proposal 1 - Election of Directors

The following nominees were elected to the Company’s Board to hold office for terms to expire upon the annual meeting

of stockholders to be held in 2027 or until their successors are elected and qualified, or until their earlier death, resignation

or removal. The votes cast at the Annual Meeting were as follows:

Nominee		For		Against	Withheld		Broker Non-Votes
David P. Bolger		1,232,310,715		2,909,359	37,088		10,447,967
Michael G. Bungert		1,233,258,456		1,966,467	32,239		10,447,967
Francesca Cornelli		1,235,108,258		116,679	32,225		10,447,967
Nicholas D. Cortezi		1,234,285,196		938,418	33,548		10,447,967
Anthony J. Kuczinski		1,227,080,598		8,144,322	32,242	0	10,447,967

Proposal 2 - Ratification of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public

accounting firm for the fiscal year ending December 31, 2026 has been approved. The votes cast at the Annual Meeting

were as follows:

For		Against		Abstain
1,245,571,118		106,222		27,789

Proposal 3 - Advisory Vote on Executive Compensation

The proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers has been

approved. The votes cast at the Annual Meeting were as follows:

For		Against		Abstain		Broker Non-Votes
1,235,002,019		202,513		52,630		10,447,967

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.

			RYAN SPECIALTY HOLDINGS, INC. (Registrant)
Date:	May 1, 2026	By:	/s/ Mark S. Katz
			Mark S. Katz Executive Vice President, General Counsel and Corporate Secretary

FAQ

What did Ryan Specialty Holdings (RYAN) stockholders decide at the annual meeting?

Stockholders elected all nominated directors, ratified Deloitte & Touche LLP as auditor for 2026, and approved the advisory vote on executive compensation. Each proposal received strong support, with over 1.23 billion votes cast for the director slate and other items.

Were all Ryan Specialty (RYAN) director nominees elected in this vote?

Yes, all listed director nominees were elected. Each nominee received more than 1.22 billion votes in favor, with relatively small numbers of votes against or withheld, confirming continued stockholder support for the company’s board composition and governance structure.

Which audit firm did Ryan Specialty (RYAN) stockholders ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 1,245,571,118 votes for, 106,222 against, and 27,789 abstentions, indicating broad support for the existing auditor.

How did Ryan Specialty (RYAN) investors vote on executive compensation?

Investors approved the advisory proposal on executive compensation. The vote totaled 1,235,002,019 shares for, 202,513 against, and 52,630 abstentions, with 10,447,967 broker non-votes. This outcome signals stockholder acceptance of current pay practices for named executive officers.

What are broker non-votes in the Ryan Specialty (RYAN) meeting results?

Broker non-votes occur when brokers do not have discretionary authority to vote on certain proposals and beneficial owners do not provide instructions. Ryan Specialty reported 10,447,967 broker non-votes on the director elections and the advisory pay proposal, which did not prevent approval.

Filing Exhibits & Attachments

3 documents

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