UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On May 26, 2022, at the 2022 annual meeting of stockholders (“Annual Meeting”) of Palomar Holdings, Inc. (the “Company”), the Company’s stockholders approved, and on May 27, 2022, the Company filed with the state of Delaware, an Amended and Restated Certificate of Incorporation which provided for, among other things, the declassification of its board of directors to provide for the annual election of directors, the removal the supermajority requirement for certain amendments to its certificate of incorporation, and certain other matters. In accordance with the Company’s Amended and Restated Certificate of Incorporation, commencing with the Company’s 2027 annual meeting of stockholders, all directors elected at the annual meeting of the stockholders of the Company will be elected for a term expiring at the next annual meeting of the Company’s stockholders. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 to this Form 8-K.
In addition, on May 27, 2022, the Board of Directors amended and restated the Company’s Bylaws to provide for the annual election of directors commencing with the directors elected at the Company’s 2027 annual meeting of stockholders. A copy of the Company’s Amended and Restated Bylaws are attached hereto as Exhibit 3.2.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Palomar Holdings, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) on May 26, 2022. 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 14, 2022. The vote totals noted below are final voting results from the Annual Meeting.
Proposal 1
The Company’s stockholders elected the following two Class III Directors to hold office until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified.
Name | Votes For | Votes Withheld | Broker Non-Votes |
Mac Armstrong | 19,632,680 | 1,178,615 | 2,928,917 |
Martha Notaras | 15,895,044 | 4,916,251 | 2,928,917 |
Proposal 2
The Company’s stockholders approved the Company’s Amended and Restated Certificate of Incorporation.
Votes For | Votes Against | Abstentions | Broker Non-Votes |
20,791,172 | 18,010 | 2,113 | 2,928,917 |
Proposal 3
The Company’s stockholders did not approve the advisory resolution to approve the compensation of the Company’s Named Executive Officers.
Votes For | Votes Against | Abstentions | Broker Non-Votes |
4,535,194 | 16,271,126 | 4,975 | 2,928,917 |
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, 2022.
Votes For | Votes Against | Abstentions |
23,723,454 | 15,240 | 1,518 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
3.1 Amended and Restated Certificate of Incorporation of Palomar Holdings, Inc.
3.2 Amended and Restated Bylaws of Palomar Holdings, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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, 2022 | /s/ T. Christopher Uchida |
T. Christopher Uchida | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |