Document


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 23, 2019
 
KINSALE CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
001-37848
(Commission File Number)
98-0664337
(IRS Employer Identification No.)
2221 Edward Holland Drive, Suite 600
Richmond, VA 23230
(Address of principal executive offices)
(804) 289-1300
(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(s)
Name of each exchange on which registered
Common Stock, par value $0.01
KNSL
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

The Company held its 2019 annual meeting of stockholders on May 23, 2019. Results of items presented for voting are listed below.

Proposal 1 - Election of seven directors to serve on the Company’s board of directors until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified.

 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Michael P. Kehoe
16,606,210
 
48,190
 
28,274
 
1,902,439
Steven J. Bensinger
16,358,030
 
296,445
 
28,199
 
1,902,439
Anne C. Kronenberg
16,606,502
 
46,591
 
29,581
 
1,902,439
Robert Lippincott III
16,357,776
 
296,699
 
28,199
 
1,902,439
James J. Ritchie
16,606,720
 
47,715
 
28,239
 
1,902,439
Frederick L. Russell, Jr.
16,358,251
 
296,259
 
28,164
 
1,902,439
Gregory M. Share
16,357,491
 
296,928
 
28,255
 
1,902,439

Proposal 2 - Advisory vote to approve the compensation of the Company’s named executive officers.

 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
16,097,413
 
551,625
 
33,636
 
1,902,439


Proposal 3 - Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
18,346,620
 
144,414
 
94,079
 


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.
 
 
Kinsale Capital Group, Inc.
 
 
 
Dated: May 24, 2019
By:
/s/ Bryan P. Petrucelli
 
 
Bryan P. Petrucelli
 
 
Senior Vice President, Chief Financial Officer and Treasurer