Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 9, 2023

AMERISAFE, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas

001-12251

75-2069407

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2301 Highway 190 West

DeRidder, Louisiana 70634

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (337) 463-9052

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Securities registered or to be 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 $0.01 per share

AMSF

Nasdaq Stock Market LLC

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by AMERISAFE, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on June 12, 2023 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the matters voted on at the Company’s 2023 annual meeting of shareholders held on June 9, 2023 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision as to the frequency of future shareholder advisory votes regarding the compensation of the Company’s named executive officers. Except as set forth herein, no other modifications have been made to the Original Form 8-K.

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

At the Annual Meeting, the Company’s shareholders voted on, among other matters, an advisory proposal concerning the frequency of holding future shareholder advisory votes to approve, on an advisory basis, the compensation of the Company’s named executive officers. As previously reported in the Original Form 8-K, the results of the voting were as follows:

Shares Voted

For Every Year

Shares Voted

For Every Two Years

Shares Voted

For Every Three Years

Shares

Abstentions

Broker Non-Votes

17,203,963

473

778,188

1,156

438,281

In light of the shareholders’ vote that the advisory vote be held every year, which was consistent with the recommendation of the Board of Directors, the Board of Directors has decided that the Company will hold an annual shareholder advisory vote to approve, on an advisory basis, the compensation of the Company’s named executive officers. The Company intends to continue holding such votes annually until the next required vote on the frequency of the shareholder advisory vote on named executive officer compensation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


AMERISAFE, INC.

By:		/s/ Kathryn H. Shirley
		Kathryn H. Shirley
		Executive Vice President, Chief Administrative Officer and Secretary

Date: October 27, 2023

Document and Entity Information	Jun. 09, 2023
Cover [Abstract]
Entity Registrant Name	AMERISAFE INC
Amendment Flag	true
Entity Central Index Key	0001018979
Document Type	8-K/A
Document Period End Date	Jun. 09, 2023
Entity Incorporation State Country Code	TX
Entity File Number	001-12251
Entity Tax Identification Number	75-2069407
Entity Address, Address Line One	2301 Highway 190 West
Entity Address, City or Town	DeRidder
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	70634
City Area Code	(337)
Local Phone Number	463-9052
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	AMSF
Security Exchange Name	NASDAQ
Amendment Description	This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by AMERISAFE, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on June 12, 2023 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the matters voted on at the Company’s 2023 annual meeting of shareholders held on June 9, 2023 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision as to the frequency of future shareholder advisory votes regarding the compensation of the Company’s named executive officers. Except as set forth herein, no other modifications have been made to the Original Form 8-K.