8-K

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): February 25, 2019

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.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 25, 2019, V. Daniel Phillips, a member of the Board of Directors of AMERISAFE, Inc. (“AMERISAFE” or the “Company”), advised the Board of Directors that he will retire as a member of the Board effective at the Company’s next annual meeting of shareholders. That meeting is scheduled to occur on June 14, 2019.

Mr. Phillips, age 72, has served as a director of AMERISAFE since June 2007.

Effective with Mr. Phillips’s retirement, the Company’s Board of Directors has reduced the size of the Board from eight members to seven members.

Item 7.01. Regulation FD Disclosure.

On February 27, 2019, the Company issued a press release announcing Mr. Phillips will retire as a director of AMERISAFE.

A copy of the Company’s press release, dated February 27, 2019, is furnished as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release, dated February 27, 2019

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.

AMERISAFE, INC.
By:	/s/ Kathryn H. Shirley
	Kathryn H. Shirley Executive Vice President,
	General Counsel and Secretary

Date: February 28, 2019

EX-99.1

Exhibit 99.1

DIRECTOR DANNY PHILLIPS TO RETIRE

DeRidder, LA – February 27, 2019 – AMERISAFE, Inc. (Nasdaq: AMSF) a specialty provider of hazardous workers’ compensation insurance, today announced that Danny Phillips will retire from AMERISAFE’s Board of Directors following the Company’s annual meeting of shareholders on June 14, 2019.

Mr. Phillips has served as a director of the Company since 2007. He is the founder, President and Chief Executive Officer of PAX, LLC, headquartered in Baton Rouge, Louisiana. His experience as the founder and chief executive officer of a company that typifies many of the Company’s insurance clients provided a unique perspective on leadership and issues affecting the Company and its clients. Mr. Phillips has served on the Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee during his tenure as a director.

Jared Morris, the Company’s Chairman, said “Danny and I have served on the board together since 2007. As a business owner, his experience and perspective has been an invaluable resource to the Company. The Board wants to thank Danny for his years of service to AMERISAFE.”

Janelle Frost, AMERISAFE’s President and Chief Executive Officer, said “On behalf of our employees, I also want to thank Danny for his years of service to the Company. Danny provided a unique insight from his experience as an employer in a hazardous industry. We are grateful for his vision and his support in AMERISAFE’s success.”

About AMERISAFE

AMERISAFE, Inc. is a specialty provider of workers’ compensation insurance focused on small to mid-sized employers engaged in hazardous industries, principally construction, trucking, logging and lumber, manufacturing, and agriculture. AMERISAFE actively markets workers’ compensation insurance in 27 states.