Annual General Meeting Transcript - ACIC 2026-05-26

Operator

Thank you for standing by, and welcome to the American Coastal Insurance Corporation annual meeting. I will now turn the conference over to Brad Martz, CEO of American Coastal Insurance Corporation. You may begin.

Brad Martz, CEO

Thank you, and good afternoon, everyone. Joining me today are ACIC's general counsel, Brooke Adler, members of our board of directors, representatives of Deloitte and Touche LLP, and Lana Castle, who will serve as inspector of elections. Before we proceed with the items on our agenda, I would like to mention today's meeting procedures, which are available on the virtual meeting website, together with the agenda for today's meeting and our annual report and proxy statement. In order to provide for an orderly meeting, we will begin by attending to the formal business of the meeting. After the As the formal meeting is adjourned, we will be responding to written questions from stockholders. Stockholders can submit questions at any time through the end of the Q&A portion of the meeting on the virtual meeting website. All questions must be deemed appropriate and suitable for discussion in this forum. Stockholders will be allowed a maximum of two questions each. The general order of business will be to confirm proper notice was given for the meeting and that a quorum is present to transact business. will then accept matters to be considered and receive a report on voting results. Brooke Adler, our general counsel, will act as the secretary of the meeting. Brooke, please report on the notice of this meeting and its mailing.

Brook Adler, General Counsel

Thank you, Brad. Broadbridge Financial Solutions, Inc. has provided an affidavit stating that the notice of the annual meeting of stockholders, the information needed to access the company's proxy statement and 2025 annual report to stockholders and form of proxy card were mailed on or about April 1, 2026 to each stockholder of record as of March 27, 2026, the record date for this meeting. A list of stockholders entitled to vote at this meeting has been made available for the examination by any stockholder for any purpose germane to the meeting by email request to InvestorRelations at amcoastal.com. As provided as a notice of the annual meeting of stockholders, this meeting is being held for the purpose of electing five directors to serve as Class B directors until the 2028 annual meeting of stockholders, ratifying the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026 and any other matters that may properly come before the meeting.

Brad Martz, CEO

Brooke, will you now report on the attendance at this meeting?

Brook Adler, General Counsel

Brad, as of the March 27, 2026 record date, there were 48,342,811 shares of the company's common stock outstanding meeting and entitled to vote at this meeting. We are informed by the Inspector of Elections that there are approximately 42,731,430 shares of common stock present via webcast or represented by proxy at this meeting, which is approximately 88.4% of the total number of shares entitled to vote. Therefore, pursuant Article 2, Section 5 of the amended and restated bylaws, a quorum is present.

Brad Martz, CEO

Thank you, Brooke. I declare that a quorum is present and qualified to transact business and that the meeting is now properly convened. I direct that the report of the inspector be filed with the records of the meeting. Stockholders can now vote their shares or change their votes online from now through the closing of the polls by clicking the link provided on the screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as previously instructed, and no further action is required.

Brook Adler, General Counsel

The first item of business to come before this meeting is the election of the five Class B directors for terms to expire at the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The board recommends the election of the following nominees for Class B Directors. Alec L. Poitavent II, William H. Hood III, Deidre A. Brown, Kern M. Davis, MD, and Patrick F. Maroney. The second item of business to come before this meeting is the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board and its Audit Committee recommend that the stockholders vote to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ended December 31, 2026. That concludes the matters to be voted on as outlined in the notice of the annual meeting.

Operator

Polls have been open for voting since the beginning of this meeting.

Brad Martz, CEO

I now ask that stockholders who have not yet voted or wish to change their vote related to the two proposals do so now through the virtual meeting website and that the inspector of elections record these votes and submit a certificate as to the results of the voting. If you previously voted, you do not need to vote today unless you wish to change your vote. Having requested all stockholders to submit their votes through the virtual meeting website, I now declare the polls closed with respect to all proposals.

Operator

Lana, will you now announce the results of the voting?

Svetlana Castle, CFO

Brad, I have tabulated the results of the voting, and based on a preliminary count, each of the Class B director nominees has been elected, and the appointment of Deloitte and Tush LLP as the company's independent auditors for fiscal 2026 has been ratified.

Operator

The vote and final results will be made publicly available in the Form 8 to be filed with the SEC within the next four business days.

Brad Martz, CEO

Thank you, Lana. Based on the results, I therefore declare the five director nominees have been elected as Class B directors for terms to expire at the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The stockholders have ratified the appointment of Deloitte & Touche LLP as the company's independent auditors for fiscal 2026. Since there is no further business to be conducted, I declare the business portion of this meeting adjourned. At this time, we will address appropriate written questions that have been submitted by stockholders. I am not aware of any questions at this time, so with that I will conclude the Q&A portion of the meeting. I thank everyone for your attendance. We appreciate your interest in the company.

Operator

This concludes today's annual meeting. You may now disconnect.