Document
false0001669162 0001669162 2020-05-28 2020-05-28


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, 2020
 
KINSALE CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-37848
98-0664337
(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2221 Edward Holland Drive
Suite 600
Richmond, Virginia 23230
(Address of principal executive offices, including zip code)
(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 2020 annual meeting of stockholders on May 28, 2020. 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
19,109,872
 
46,028
 
7,353
 
1,462,302
Steven J. Bensinger
18,844,663
 
309,698
 
8,892
 
1,462,302
Anne C. Kronenberg
19,119,200
 
37,352
 
6,701
 
1,462,302
Robert Lippincott III
18,755,940
 
398,256
 
9,057
 
1,462,302
James J. Ritchie
19,114,707
 
39,654
 
8,892
 
1,462,302
Frederick L. Russell, Jr.
18,829,536
 
324,795
 
8,922
 
1,462,302
Gregory M. Share
18,844,253
 
310,063
 
8,937
 
1,462,302

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

 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
18,659,242
 
487,909
 
16,102
 
1,462,302


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, 2020.

 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
20,501,024
 
113,983
 
10,548
 


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 29, 2020
By:
/s/ Bryan P. Petrucelli
 
 
Bryan P. Petrucelli
 
 
Executive Vice President, Chief Financial Officer and Treasurer