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Shareholders at Skyward Specialty (NASDAQ: SKWD) approve directors, pay and 2026 auditor

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8-K

Rhea-AI Filing Summary

Skyward Specialty Insurance Group, Inc. held its Annual Meeting of Shareholders on May 5, 2026. Shareholders elected directors Peter C. Hearn and Gena Ashe, with Hearn receiving 34,790,416 votes for and Ashe receiving 25,679,644 votes for, along with broker non-votes in each case.

In a non-binding advisory vote, shareholders approved the compensation of the company’s named executive officers, with 33,368,427 votes for and 2,308,030 against. Shareholders also ratified Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, by a vote of 37,739,694 for, 289,410 against, and 22,346 abstentions.

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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.
Votes for Peter C. Hearn 34,790,416 votes Director election at May 5, 2026 annual meeting
Votes for Gena Ashe 25,679,644 votes Director election at May 5, 2026 annual meeting
Say-on-pay votes for 33,368,427 votes Advisory vote on executive compensation
Say-on-pay votes against 2,308,030 votes Advisory vote on executive compensation
Auditor ratification votes for 37,739,694 votes Ratification of Ernst & Young LLP for 2026
Auditor ratification votes against 289,410 votes Ratification of Ernst & Young LLP for 2026
Broker Non-Votes financial
"Nominee | For | 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.
advisory vote financial
"The compensation of our named executive officers ... was approved in an advisory vote"
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 auditors financial
"The appointment of Ernst & Young LLP as our independent auditors"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
Regulation 14A regulatory
"proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934"
Regulation 14A is a U.S. securities rule that governs how companies prepare, disclose and distribute proxy materials when asking shareholders to vote on matters like board elections, mergers or executive pay. Think of it as a rulebook and checklist that forces clear, timely information and limits misleading persuasion so investors can make informed voting choices; those votes can change who runs a company and influence its strategy and value.
Annual Meeting of Shareholders financial
"held its Annual Meeting of Shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
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): May 11, 2026 (May 5, 2026)
___________________________________
Skyward Specialty Insurance Group, Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-41591
(Commission File Number)
14-1957288
(I.R.S. Employer Identification Number)
800 Gessner Road, Suite 600
Houston, Texas
77024-4284
(Address of principal executive offices)
(Zip Code)
(713) 935-4800
(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 class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.01
SKWD
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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.
On May 5, 2026, Skyward Specialty Insurance Group, Inc. (the "Company"), held its Annual Meeting of Shareholders. The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
The following director nominees as disclosed in the proxy statement were elected by the vote set forth below:

Nominee
For
Withheld
Broker Non-Votes
Peter C. Hearn
34,790,416
901,506
2,359,528
Gena Ashe
25,679,644
10,012,278
2,359,528

The compensation of our named executive officers as disclosed in the proxy statement was approved in an advisory vote, as set forth below:

For
Against
Abstain
Broker Non-Votes
33,368,427
2,308,030
15,465
2,359,528

The appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2026 was ratified by the vote set forth below:

For
Against
Abstain
Broker Non-Votes
37,739,694
289,410
22,346
---


SIGNATURE

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.

SKYWARD SPECIALTY INSURANCE GROUP, INC.
Date:
May 11, 2026
/s/ Patricia A. Ryan
Patricia A. Ryan
Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Skyward Specialty (SKWD) shareholders vote on at the May 2026 annual meeting?

Shareholders elected directors, approved executive compensation in an advisory vote, and ratified Ernst & Young LLP as independent auditors for 2026. These items cover board composition, pay practices, and the external firm reviewing the company’s financial statements.

Were Skyward Specialty (SKWD) director nominees elected at the 2026 annual meeting?

Yes. Director nominees Peter C. Hearn and Gena Ashe were elected. Hearn received 34,790,416 votes for and 901,506 withheld, while Ashe received 25,679,644 votes for and 10,012,278 withheld, each with 2,359,528 broker non-votes recorded.

How did Skyward Specialty (SKWD) shareholders vote on executive compensation in 2026?

Shareholders approved the company’s named executive officer compensation in an advisory vote. There were 33,368,427 votes for, 2,308,030 against, 15,465 abstentions, and 2,359,528 broker non-votes, indicating support for the disclosed executive pay program.

Which audit firm will review Skyward Specialty (SKWD) 2026 financial statements?

Ernst & Young LLP was ratified as independent auditors for the fiscal year ending December 31, 2026. The ratification received 37,739,694 votes for, 289,410 against, and 22,346 abstentions, confirming shareholder approval of the audit engagement.

When was the Skyward Specialty (SKWD) 2026 annual shareholder meeting held?

The annual meeting of shareholders was held on May 5, 2026. At this meeting, investors voted on director elections, an advisory resolution on executive compensation, and the ratification of Ernst & Young LLP as independent auditors for the 2026 fiscal year.

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