Ryan Specialty Holdings, Inc DEFA14A, filed Apr 22, 2022
Ryan Specialty Holdings, Inc. (RYAN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the registrant ☒ Filed by a Party other than the registrant ☐
Check the appropriate box:
| ☐ | Preliminary proxy statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive proxy statement | |
| ☒ | Definitive additional materials | |
| ☐ | Soliciting material pursuant to Rule 14a-12 | |
RYAN SPECIALTY GROUP HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
| ☒ | No fee required. | |||
| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||
| Ryan Specialty Group Holdings, Inc. Important Notice Regarding the Availability of Proxy Materials | ||
| P.O. BOX 8016, CARY, NC 27512-9903 | Stockholders Meeting to be held on June 7, 2022 | |
| For Stockholders of record as of April 11, 2022 | ||
| This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. | ||
| To view the proxy materials, and to obtain directions to attend the meeting, go to: www.proxydocs.com/RYAN | ||
| To vote your proxy while visiting this site, you will need the 12 digit control number in the box below. | ||
| Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet. | ||
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For a convenient way to view proxy materials and VOTE go to |
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| www.proxydocs.com/RYAN | ||||
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Have the 12 digit control number located in the shaded box above available | ||||
| when you access the website and follow the instructions. | ||||
| If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s meeting, you must make this request on or before May 27, 2022. | ||||
| To order paper materials, use one of the following methods. |
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INTERNET www.investorelections.com/RYAN
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TELEPHONE (866) 648-8133
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paper@investorelections.com
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When requesting via the Internet or telephone you will need the 12 digit control number located in the shaded box above. |
* If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located above) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material. |
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| Ryan Specialty Group Holdings, Inc. | ||||||
| Meeting Type: Annual Meeting of Stockholders | ||||||
| Date: | Tuesday, June 7, 2022 | |||||
| Time: | 12:00 PM, Eastern Time | |||||
| Place: | Annual Meeting to be held live via the internet - please visit | |||||
| www.proxydocs.com/RYAN for more details | ||||||
| You must register to attend the meeting online and/or participate at www.proxydocs.com/RYAN | ||||||
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SEE REVERSE FOR FULL AGENDA
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Ryan Specialty Group Holdings, Inc.
Annual Meeting of Stockholders
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR ON PROPOSALS 1, 2, 3, 5 AND 6
THE BOARD RECOMMENDS THAT THE FREQUENCY OF AN ADVISORY VOTE ON THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS BE HELD EVERY ONE YEAR.
PROPOSAL
| 1. | Election of Directors |
1.01 Henry S. Bienen
1.02 William J. Devers
1.03 Michael D. O’Halleran
1.04 Timothy W. Turner
| 2. | To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm (“Deloitte”) for the fiscal year ending December 31, 2022; |
| 3. | To approve, by non-binding vote, the compensation of our named executive officers; |
| 4. | To approve, by non-binding vote, the frequency of holding a stockholder vote on the compensation of our named executive officers every one, two or three years; |
| 5. | To approve, by advisory vote, to retain the supermajority voting standards set forth in the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws; |
| 6. | To approve, by advisory vote, to retain the classified structure of the Company’s Board of Directors; and |
| 7. | To conduct any other business that may properly come before the meeting. |