Ryan Specialty Holdings, Inc 8-K, filed May 8, 2024
Ryan Specialty Holdings, Inc. (RYAN)
About this 8-K
Ryan Specialty Holdings, Inc filed this 8-K on May 8, 2024, reporting on events of May 1, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): A |
(Exact name of Registrant as Specified in Its Charter)
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(IRS Employer |
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180 N. Stetson Avenue, Suite 4600 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 30, 2024, Ryan Specialty Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following proposals:
Proposal 1 - Election of Directors
The following nominees were elected to the Company’s board of directors (the “Board”) to hold office for terms to expire upon the annual meeting of stockholders’ to be held in 2027 or until their successors are elected and qualified, or until their earlier death, resignation or removal. The votes cast at the Annual Meeting were as follows:
Nominee |
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For |
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Withheld |
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Broker Non-Votes |
Patrick G. Ryan |
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1,260,999,489 |
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26,119,575 |
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13,894,915 |
Michelle L. Collins |
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1,286,449,567 |
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706,503 |
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13,857,909 |
D. Cameron Findlay |
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1,250,038,260 |
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36,424,585 |
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14,551,134 |
John W. Rogers, Jr. |
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1,256,347,263 |
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30,776,784 |
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13,889,932 |
The following nominees were elected to the Board to hold office for terms to expire upon the annual meeting of stockholders’ to be held in 2026 or until their successors are elected and qualified, or until their earlier death, resignation or removal. The votes cast at the Annual Meeting were as follows:
Nominee |
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For |
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Withheld |
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Broker Non-Votes |
Francesca Cornelli |
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1,286,935,089 |
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220,981 |
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13,857,909 |
Anthony J. Kuczinski |
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1,283,306,266 |
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3,849,804 |
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13,857,909 |
The following nominee was elected to the Board to hold office for a term to expire upon the annual meeting of stockholders’ to be held in 2025 or until his successor is elected and qualified, or until his earlier death, resignation or removal. The votes cast at the Annual Meeting were as follows:
Nominee |
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For |
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Withheld |
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Broker Non-Votes |
Patrick G. Ryan, Jr. |
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1,259,127,969 |
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27,350,021 |
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14,535,989 |
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved based upon the following votes:
For |
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Against |
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Abstain |
1,300,632,790 |
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361,782 |
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19,407 |
Proposal 3 - Advisory Vote on Executive Compensation
The proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers was approved based upon the following votes:
For |
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Against |
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Abstain |
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Broker Non-Votes |
1,280,310,458 |
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6,808,369 |
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37,243 |
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13,857,909 |
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 thereunto duly authorized.
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RYAN SPECIALTY HOLDINGS, INC. |
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Date: |
May 7, 2024 |
By: |
/s/ Mark S. Katz |
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Mark S. Katz |