Current Report Filing (8-k)

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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): May 25, 2023

KINSALE CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-37848			98-0664337
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

2035 Maywill Street
Suite 100
Richmond, Virginia 23230

(Address of principal executive offices, including zip code)

[phone]
(Registrant’s telephone number, including area code)

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(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			KNSL			New York Stock Exchange

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. ☐

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

Kinsale Capital Group, Inc. (the “Company”) held its 2023 annual meeting of stockholders on May 25, 2023. Results of items presented for voting are listed below.

Proposal 1 - Election of nine directors to serve on the Company’s board of directors until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified.

			For						Against						Abstain						Broker Non-Votes
Michael P. Kehoe			19,471,982						222,006						11,061						1,454,586
Steven J. Bensinger			19,524,326						166,022						14,701						1,454,586
Teresa P. Chia			19,552,688						138,516						13,845						1,454,586
Robert V. Hatcher, III			19,268,129						422,490						14,430						1,454,586
Anne C. Kronenberg			19,571,870						119,243						13,936						1,454,586
Robert Lippincott, III			18,875,819						647,981						181,249						1,454,586
James J. Ritchie			15,777,769						3,912,771						14,509						1,454,586
Frederick L. Russell, Jr.			19,461,915						228,611						14,523						1,454,586
Gregory M. Share			17,073,844						2,616,723						14,482						1,454,586

Proposal 2 - Advisory vote to approve the compensation of the Company’s named executive officers.

For						Against						Abstain						Broker Non-Votes
18,753,677						929,046						22,326						1,454,586

Proposal 3 - Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

For						Against						Abstain
21,026,509						111,710						21,416

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.

						Kinsale Capital Group, Inc.
Dated: May 26, 2023			By:			/s/ Bryan P. Petrucelli
						Bryan P. Petrucelli
						Executive Vice President, Chief Financial Officer and Treasurer