SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 8, 2020
KINSALE CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
|(Commission File Number)||(IRS Employer Identification No.)|
2035 Maywill Street
Richmond, Virginia 23230
(Address of principal executive offices, including zip code)
(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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On December 8, 2020, the Board of Directors (the “Board”) of Kinsale Capital Group, Inc. (the “Company”) elected each of Teresa P. Chia and Robert V. Hatcher, III to the Board, effective January 1, 2021, in connection with an increase in the size of the Board from seven to nine members.
Each of Ms. Chia and Mr. Hatcher will serve until her or his respective successor is duly elected and qualified or until her or his death, resignation or removal, whichever is earliest to occur. Each of Ms. Chia and Mr. Hatcher will stand for re-election at the Company’s next annual meeting of stockholders to be held in 2021.
There is no arrangement or understanding between either of Ms. Chia or Mr. Hatcher and any other persons pursuant to which they were selected as directors.
Each of Ms. Chia and Mr. Hatcher will be eligible to receive compensation for their service on the Board consistent with that provided to all non-employee directors, which is described under the caption “Board of Directors and Corporate Governance—Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2020, as adjusted by the Board from time to time.
Ms. Chia and Mr. Hatcher have not been appointed to serve on any committees of the Board at this time. When each is appointed to any committees, the Company will file an amendment to this Current Report on Form 8-K to disclose such committee appointments.
A copy of the press release announcing the appointments of Ms. Chia and Mr. Hatcher to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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: December 10, 2020||By:||/s/ Bryan P. Petrucelli|
|Bryan P. Petrucelli|
|Executive Vice President, Chief Financial Officer and Treasurer|
Kinsale Capital Group Announces the Appointment of Two New Board Members
RICHMOND, Va., December 10, 2020 - Kinsale Capital Group, Inc. (Nasdaq: KNSL) today announced the appointment of two new members to its Board of Directors, effective January 1, 2021. Joining the board are Teresa P. Chia and Robert (Trey) V. Hatcher, III. These appointments increase Kinsale’s total board membership from seven to nine.
“We are delighted to welcome Teresa and Trey to Kinsale’s board, and together they bring extensive leadership and industry expertise," said Robert Lippincott III, Chairman of the Board of Directors at Kinsale. “The diverse backgrounds of Teresa and Trey complement our existing board of directors' skills and experience, and we are confident they will provide valuable perspectives. We look forward to their contributions as we continue to execute our strategy, drive profitability and enhance value for all our stakeholders.”
Ms. Chia currently serves as a Managing Director at White Mountains Capital LLC, a subsidiary of White Mountains Insurance Group, Ltd. where she focuses on the company’s direct investing and merger and acquisition activity in the insurance and financial services sectors. Prior to joining White Mountains in 2013, Ms. Chia was an investment professional at Permira Advisers LLC, a global investment firm, from 2009 to 2013. Prior to joining Permira, Ms. Chia served as an investment professional at Nautic Partners, LLC, a middle-market private equity firm, and in investment banking at Credit Suisse. Ms. Chia received a B.A. in Economics from Wellesley College and an M.B.A. from Harvard Business School.
Mr. Hatcher has more than 40 years of insurance industry experience and has served as Vice Chairman of Willis Re Inc., a reinsurance division of Willis Towers Watson plc, a position he has held since January 2018. At Willis Re Inc., Mr. Hatcher previously served as Executive Vice President from April 2006 to December 2017 and as Senior Vice President from January 1994 to April 2006. Prior to joining Willis Re Inc., Mr. Hatcher held positions of increasing responsibility at Towers Perrin Reinsurance, Willis Faber Ltd. and Chubb & Son Inc. Mr. Hatcher received a B.A. in Economics from Hampden-Sydney College.
About Kinsale Capital Group, Inc.
Kinsale Capital Group, Inc. is a specialty insurance group headquartered in Richmond, Virginia, focusing on the excess and surplus lines market.
Executive Vice President, Chief Financial Officer and Treasurer