{"schema_version":"secwatch.filing_event.v1","accession":"0001628280-25-029168","form_type":"8-K","ticker":"RYAN","cik":"0001849253","company_name":"RYAN SPECIALTY HOLDINGS, INC.","filed_at":"2025-06-04T23:59:59+00:00","discovered_at":"2026-05-14T18:02:50.137609+00:00","generated_at":"2026-05-20T00:16:32.553244+00:00","sec_items":["3.03","5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Ryan Specialty stockholders approve governance overhaul including Class B vote sunset by Sept 2029","bullets":["Stockholders approved declassification of Board and phase-in of annual director elections; four nominees elected to three-year terms expiring 2028.","Class B common stock's 10-to-1 voting disparity will sunset on September 30, 2029, equalizing voting power with Class A.","Stockholders granted rights to act by written consent and to call special meetings, enhancing shareholder democracy.","Supermajority voting requirements eliminated for director removal and charter/bylaw amendments; majority standard applies going forward.","Officer exculpation provision adopted to maximum extent under Delaware law, reducing personal liability risk for officers."],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-25-029168","json":"https://secwatch.observer/filing/0001628280-25-029168.json","markdown":"https://secwatch.observer/filing/0001628280-25-029168.md","text":"https://secwatch.observer/filing/0001628280-25-029168.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1849253/000162828025029168/0001628280-25-029168-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1849253/000162828025029168/ryan-20250530.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-20T00:16:32.553244+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4dca8170bf5deff4b597251bdc661c882394c892","claim":"RYAN SPECIALTY HOLDINGS, INC.: The Board approved an amendment and restatement of the Bylaws to adopt procedures for special meetings, majority voting standard for uncontested elections, and a resignation policy (effective 2025-05-30).","evidence_excerpt":"Additionally, the Board approved an amendment and restatement of the Company’s bylaws (the “Bylaws”), which became effective concurrently with the effectiveness of the Certificate. The Bylaws were amended and restated to: • adopt qualifications and procedures specifying the ownership percentage and information requirements that a stockholder or stockholders must provide to exercise their right to call a special meeting; • implement a majority voting standard for the election of directors in uncontested director elections, with a plurality voting standard applying to contested director elections; • adopt a market standard resignation policy with respect to director nominees consistent with the majority voting standard, so that an incumbent director who does not receive the requisite affirmative majority of the votes cast for his or her re-election will be required to promptly tender his or her resignation to the Board, subject to acceptance by the Board; and • Make certain conforming an","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1849253/000162828025029168/0001628280-25-029168-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-05-30"}],"fact_type":"governance_change"},{"claim_id":"9f5ebc9a4dfae2e73345191c0d9ca44b6d9cad6f","claim":"RYAN SPECIALTY HOLDINGS, INC.: Stockholders approved multiple amendments to the Amended and Restated Certificate of Incorporation, including declassification of the board, majority voting standard, removal of supermajority provisions, sunset of Class B stock voting disparity by 2029, and other changes (effective 2025-05-30).","evidence_excerpt":"On May 30, 2025, Ryan Specialty Holdings, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting the stockholders voted to amend the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), to: • approve an amendment to the Certificate to declassify the Board of Directors (the “Board”) and phase-in annual director elections; • approve an amendment to the Certificate to replace the plurality voting standard with a majority voting standard in uncontested director elections","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1849253/000162828025029168/0001628280-25-029168-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-05-30"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}