--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-269381" form_type: "8-K" ticker: "AMSF" cik: "0001018979" company_name: "AMERISAFE INC" filed_at: "2026-06-12T20:05:14+00:00" generated_at: "2026-06-12T20:06:32.317928+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Shareholders reject officer exculpation, approve technical charter amendments at 2026 annual meeting ## Summary - Officer exculpation amendment failed: 8.96M for, 7.01M against; needed two-thirds of outstanding shares (12.47M). - Technical amendments to conform to Texas Business Organizations Code approved with 15.94M votes for. - All three director nominees (Michael J. Brown, G. Janelle Frost, Sean M. Traynor) elected with >15M votes for each. - Say-on-pay advisory vote passed with 15.83M votes for. - Ernst & Young ratified as independent auditor for 2026 with 16.69M votes for. ## SEC filing metadata - accession: 0001193125-26-269381 - form_type: 8-K - ticker: AMSF - cik: 0001018979 - company_name: AMERISAFE INC - filed_at: 2026-06-12T20:05:14+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1018979/000119312526269381/0001193125-26-269381-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1018979/000119312526269381/d135171d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-269381 - JSON: https://secwatch.observer/filing/0001193125-26-269381.json - Plain text: https://secwatch.observer/filing/0001193125-26-269381.txt ## Key facts - Governance Changes AMERISAFE INC: Shareholders approved technical amendments to the Certificate of Formation; the officer exculpation amendment was not approved. The Company filed an amended and restated certificate of formation without the officer exculpation amendment, expected to become effective upon acceptance by the Texas Secr (effective 2026-06-10). - Change: charter amendment - Effective: 2026-06-10 source text: On June 10, 2026, AMERISAFE, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, as further described below under Item 5.07 of this Current Report on Form 8-K (this “Report”), the Company’s shareholders approved an amendment to the Company’s Certificate of Formation (as amended from time to time, the “Certificate of Formation”) to make certain technical amendments to the Certificate of Formation to conform to the requirements of the TBOC and make other clarifying and technical changes (the “Technical Amendments”). As disclosed below under Item 5.07 of this Current Report, the Company’s shareholders did not approve the amendment to the Certificate of Formation to provide for officer exculpation (the “Officer Exculpation Amendment”). Accordingly, on June 10, 2026, the Company filed an amended and restated certificate of formation of the Company (the “Amended and Restated Certificate of Formation”) with the Texas Secre evidence_url: https://www.sec.gov/Archives/edgar/data/1018979/000119312526269381/0001193125-26-269381-index.htm - Shareholder Votes AMERISAFE INC shareholders rejected Approval of the Officer Exculpation Amendment at the 2026-06-10 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2026-06-10 source text: 4. Approval of the Officer Exculpation Amendment . The amendment to the Company’s Certificate of Formation to provide for officer exculpation was not approved, as the votes in favor did not exceed the required two-thirds of the Company’s outstanding shares of common stock. Votes For Votes Against Abstentions Broker Non-Votes 8,963,682 7,013,076 2,697 1,148,775 evidence_url: https://www.sec.gov/Archives/edgar/data/1018979/000119312526269381/0001193125-26-269381-index.htm - Shareholder Votes AMERISAFE INC shareholders approved Approval of the Technical Amendments at the 2026-06-10 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-10 source text: 5. Approval of the Technical Amendments . The amendment to the Company’s Certificate of Formation to make the Technical Amendments was approved. Votes For Votes Against Abstentions Broker Non-Votes 15,937,796 39,198 2,461 1,148,775 evidence_url: https://www.sec.gov/Archives/edgar/data/1018979/000119312526269381/0001193125-26-269381-index.htm - Shareholder Votes AMERISAFE INC shareholders approved Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 at the 2026-06-10 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-10 source text: 3. Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 . The appointment of Ernst & Young was ratified. Votes For Votes Against Abstentions 16,694,687 430,980 2,563 evidence_url: https://www.sec.gov/Archives/edgar/data/1018979/000119312526269381/0001193125-26-269381-index.htm - Shareholder Votes AMERISAFE INC shareholders approved Election of directors at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: 1. Election of directors . The following director nominees were elected for terms expiring at the Company’s 2029 annual meeting of shareholders: Name Votes For Votes Withheld Broker Non-Votes Michael J. Brown 15,120,165 859,290 1,148,775 G. Janelle Frost 15,651,044 328,411 1,148,775 Sean M. Traynor 15,660,680 318,775 1,148,775 evidence_url: https://www.sec.gov/Archives/edgar/data/1018979/000119312526269381/0001193125-26-269381-index.htm - Shareholder Votes AMERISAFE INC shareholders approved Advisory vote to approve the Company’s compensation of its named executive officers at the 2026-06-10 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-10 source text: 2. Advisory vote to approve the Company’s compensation of its named executive officers . The compensation of the Company’s named executive officers, as disclosed in the 2026 Proxy Statement under “Executive Compensation” and discussed under “Compensation Discussion and Analysis,” was approved on an advisory basis. Votes For Votes Against Abstentions Broker Non-Votes 15,834,256 138,678 6,521 1,148,775 evidence_url: https://www.sec.gov/Archives/edgar/data/1018979/000119312526269381/0001193125-26-269381-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.