Safety Insurance holders approve Mapfre merger

Completion of the merger remains subject to customary closing conditions, including receipt of certain regulatory approvals.

Available on EDGAR 11/03/2026 - 01:57 PM EST Accepted by SEC EDGAR 11/03/2026 - 01:57 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Safety Insurance Group, Inc. (SAFT) stockholders approved the merger agreement with Mapfre U.S.A. Corp. Under the agreement, Splash Merger Sub, Inc. will merge into Safety, with Safety surviving as Mapfre’s wholly owned direct subsidiary. The merger proposal received 11,298,703 votes for, 12,918 against and 26,574 abstentions. Completion remains subject to customary closing conditions, including certain regulatory approvals.

At the November 3, 2026 special meeting, 11,338,195 shares were present or represented by proxy, equal to 77.23% of the 14,680,482 shares outstanding and entitled to vote as of September 8, 2026. Stockholders also approved a non-binding advisory proposal on merger-related named executive officer compensation, with 9,240,002 votes for, 2,082,047 against and 16,146 abstentions. The adjournment proposal was moot because a quorum was present and sufficient proxies supported the merger agreement.

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

Shares outstanding and entitled to vote: 14,680,482 shares Shares present or represented by proxy: 11,338,195 shares Shares represented: 77.23% +5 more

8 metrics

Shares outstanding and entitled to vote 14,680,482 shares As of September 8, 2026

Shares present or represented by proxy 11,338,195 shares Special meeting on November 3, 2026

Shares represented 77.23% Of shares outstanding and entitled to vote

Merger proposal votes for 11,298,703 votes Special meeting

Merger proposal votes against 12,918 votes Special meeting

Merger proposal abstentions 26,574 votes Special meeting

Compensation proposal votes for 9,240,002 votes Non-binding advisory proposal

Compensation proposal votes against 2,082,047 votes Non-binding advisory proposal

Key Terms

record date, quorum, non-binding, advisory vote, customary closing conditions

4 terms

record date technical

"the record date for the Special Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

quorum technical

"which constituted a quorum to conduct business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

non-binding, advisory vote technical

"approve, by non-binding, advisory vote"

customary closing conditions technical

"subject to the satisfaction of customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

FAQ

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

Did SAFT stockholders approve the merger with Mapfre?

Yes. Stockholders approved the merger proposal, under which Splash Merger Sub, Inc. will merge into Safety Insurance Group, Inc., with Safety surviving as Mapfre U.S.A. Corp.’s wholly owned direct subsidiary.

What were the SAFT merger vote results?

The merger proposal received 11,298,703 votes for, 12,918 against and 26,574 abstentions.

What conditions remain for the SAFT merger to close?

Completion remains subject to satisfaction of customary closing conditions, including receipt of certain regulatory approvals.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

0001172052false00011720522026-11-032026-11-03

​

​

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): November 3, 2026

​

SAFETY INSURANCE GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

​

​	​	​
Delaware	000-50070	13-4181699
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

​

​	​
20 Custom House Street, Boston, Massachusetts	02110
(Address of Principal Executive Offices)	(Zip Code)

​

Registrant’s telephone number, including area code: (617) 951-0600

​

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 Stock, $0.01 par value per share	​	SAFT	​	The NASDAQ Stock Market LLC

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

​

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 Securities Exchange Act of 1934. ☐

​

​

​

​

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

On November 3, 2026, Safety Insurance Group, Inc., a Delaware corporation (“Safety”), held a special meeting of stockholders at its headquarters, 20 Custom House Street, Boston, Massachusetts 02110 (the “Special Meeting”). As of the close of business on September 8, 2026, the record date for the Special Meeting, there were 14,680,482 shares of Safety’s common stock, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 11,338,195 shares of Common Stock were present or represented by proxy, representing 77.23% of the shares of Common Stock issued and outstanding and entitled to vote, which constituted a quorum to conduct business at the Special Meeting.

At the Special Meeting, holders of Common Stock voted on two proposals, with the board of directors of Safety recommending a vote “FOR” each of these proposals, as described in further detail in Safety’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 14, 2026.

The following is a summary of the matters voted upon at the Special Meeting and the final voting results with respect to each of such matter.

Proposal No. 1 – The Merger Proposal: The proposal to adopt the Agreement and Plan of Merger, dated as of July 23, 2026 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Safety, MAPFRE U.S.A. Corp., a Massachusetts corporation (“Mapfre”), and Splash Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Mapfre (“Merger Subsidiary”), and approve the transactions contemplated by the Merger Agreement, pursuant to which Merger Subsidiary will merge with and into Safety, with Safety surviving as a wholly owned direct subsidiary of Mapfre (the “Merger”), was approved by the votes set forth below:

Votes For		​ ​ ​	Votes Against		​ ​ ​	Abstentions
	11,298,703			12,918			26,574

​

Proposal No. 2 – The Compensation Proposal: The proposal to approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to Safety’s named executive officers that is based on or otherwise relates to the Merger was approved by the votes set forth below:

Votes For		​ ​ ​	Votes Against		​ ​ ​	Abstentions
	9,240,002			2,082,047			16,146

Proposal No. 3 – The Adjournment Proposal: In connection with the Special Meeting, Safety also solicited proxies with respect to the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Proposal or to ensure that any necessary supplement or amendment to the proxy statement accompanying the notice was provided to Safety’s stockholders. Given that there was a quorum present and there were sufficient proxies at the time of the Special Meeting to adopt the Merger Agreement, the proposal was rendered moot.

Completion of the transactions contemplated by the Merger Agreement remains subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.

​

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 thereunto duly authorized.

​	Safety Insurance Group, Inc.
​	​
Date: November 3, 2026	By:	/s/ CHRISTOPHER T. WHITFORD
​	Name:	Christopher T. Whitford
​	Title:	V.P., Chief Financial Officer and Secretary

​

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.9 KB
• EX-101 EX-101.LAB 15.0 KB
• EX-101 EX-101.PRE 10.1 KB