UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In accordance with the Bylaws of AMERISAFE, Inc. (the “Company”), on February 18, 2020, the Company’s Board of Directors (the “Board”) increased the number of Board members from seven to eight.
At the same meeting, the Board elected Sean Traynor to fill the newly created vacancy, effective March 1, 2020. Under Texas law, Mr. Traynor will stand for election at the next annual meeting of shareholders, presently expected to occur in June 2020.
Mr. Traynor previously served as an independent director of AMERISAFE from 2001 – 2013.
Mr. Traynor’s compensation for his services as a director is consistent with that of the Company’s other non-employee directors, as described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 29, 2019, under the caption “The Board, Its Committees, and Its Compensation — Director Compensation.” Effective March 1, 2020, Mr. Traynor will received a one-time restricted stock award equal to the pro rata portion of the annual stock award made in accordance with the Company’s Restated Non-Employee Director Stock Plan.
In addition Mr. Traynor will enter into an indemnification agreement in the same form as the agreement between the Company and each of the present members of the Board (the form of agreement having been filed as an exhibit to the Company’s Current Report on Form 8-K filed August 6, 2010).
There are no arrangements or understandings between Mr. Traynor and any other person pursuant to which he was selected as a director. There are no transactions involving Mr. Traynor that would be required to be reported under Item 404(a) of Regulation S-K.
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, | ||
| Chief Administrative Officer and Secretary | ||
Date: February 21, 2020