8-K - PLMR - Equibles

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 27, 2021

Palomar Holdings, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-38873


Delaware		83-3972551
(State or other jurisdiction<br><br>of incorporation)		(I.R.S. Employer<br><br>Identification No.)

7979 Ivanhoe Avenue , Suite 500

La Jolla , California **** 92037

(Address of principal executive offices, including zip code)

( 619 ) 567-5290

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):


☐ 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 $0.0001 per share	PLMR	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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 Selection 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Palomar Holdings, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”) on May 27, 2021. At the Annual Meeting, the Company’s stockholders voted on four proposals, as described below. Each of the proposals was described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 16, 2021. The vote totals noted below are final voting results from the Annual Meeting.

Proposal 1

The Company’s stockholders elected the following two Class II Directors to hold office until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified.

Name	Votes For	Votes Withheld	Broker Non-Votes
Richard H. Taketa	12,920,963	8,869,784	2,379,686
Catriona M. Fallon	13,044,473	8,746,274	2,379,686

Proposal 2

The Company’s stockholders voted to approve on a non-binding advisory basis, the compensation of its Named Executive Officers as described in the proxy statement.

Votes For	Votes Against	Abstentions	Broker Non-Votes
17,019,323	4,768,948	2,476	2,379,696

Proposal 3

The Company’s stockholders voted on a non-binding advisory basis, for a frequency of every year for future advisory votes on Named Executive Officer’s compensation.


1 year	2 years	2 years	Abstain	Broker Non-Votes	Uncast
<br><br>21,569,175	<br><br>573	<br><br>217,319	<br><br>3,680	<br><br>2,379,686	<br><br>0

Proposal 4

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

Votes For	Votes Against	Abstentions
24,155,459	13,421	1,553

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.




		PALOMAR HOLDINGS, INC.

Date:	May 27, 2021	/s/ T. Christopher Uchida
		T. Christopher Uchida
		Chief Financial Officer
		(Principal Financial and Accounting Officer)