0001172052false00011720522023-05-172023-05-17

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

May 17, 2023

Date of Report (Date of earliest event reported)

SAFETY INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-50070

13-4181699

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

20 Custom House Street, Boston, Massachusetts 02110

(Address of principal executive offices including zip code)

(617) 951-0600

(Registrant's telephone number, including area code)

Not Applicable

(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:

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

SAFT

The Nasdaq Stock Market, LLC

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 Submissions of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of Safety Insurance Group, Inc. (“the Company”) was held on May 17, 2023. Set forth below, with respect to each matter, as applicable, are the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes.

1.Election of Directors

John D. Farina and Thalia M. Meehan were elected as Class III directors of the Company to serve a three-year term. The voting results were as follows:

Votes For

Votes Withheld

Broker Non-Votes

John D. Farina

12,055,571

135,967

1,427,547

Thalia M. Meehan

11,786,856

404,682

1,427,547

In addition, the terms of the following directors continued after the Annual Meeting: Charles J. Brophy, Deborah E. Gray, Dennis J. Langwell, Peter J. Manning, George M. Murphy, and Mary C. Moran.

2.Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders of the Company ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The voting results were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

13,511,603

99,065

8,417

0

3.Advisory Vote on Executive Compensation

The stockholders of the Company approved, on a non-binding advisory basis, the executive compensation as disclosed in the Company’s Proxy Statement dated April 06, 2023. The voting results were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

11,910,798

268,415

12,325

1,427,547

4.Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

The shareholders of the Company approved, on a non-binding advisory basis, the frequency of future advisory votes on executive compensation as disclosed in the Company’s Proxy Statement dated April 06, 2023.  The voting results were as follows:

 

One Year

 

Two Years

 

Three Years

 

Abstentions

 

Broker Non-Votes

11,496,287

 

14,119

 

666,453

 

14,679

 

1,427,547

 

 

 

 

 

 

 

 

 

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.

Safety Insurance Group, Inc.

(Registrant)

Date: May 18, 2023

By:  

/s/ CHRISTOPHER T. WHITFORD

Christopher T. Whitford

V.P., Chief Financial Officer and Secretary