0001669162false00016691622024-05-232024-05-23

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 23, 2024
KINSALE CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3784898-0664337
(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)
(804) 289-1300
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareKNSLNew 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. ☐


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

Kinsale Capital Group, Inc. (the “Company”) held its 2024 annual meeting of stockholders on May 23, 2024. 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.
ForAgainstAbstainBroker Non-Votes
Steven J. Bensinger19,419,197132,09712,2901,571,033
Teresa P. Chia19,497,50854,81711,2591,571,033
Robert V. Hatcher, III19,035,361515,71012,5131,571,033
Michael P. Kehoe18,961,449590,32411,8111,571,033
Anne C. Kronenberg19,498,64153,96410,9791,571,033
Robert Lippincott, III18,977,423574,58711,5741,571,033
James J. Ritchie13,252,3396,299,53311,7121,571,033
Frederick L. Russell, Jr.19,397,260154,61911,7051,571,033
Gregory M. Share16,531,6813,001,95929,9441,571,033

Proposal 2 - Advisory vote to approve the compensation of the Company’s named executive officers.
ForAgainstAbstainBroker Non-Votes
18,737,519778,42247,6431,571,033

Proposal 3 - Advisory vote on the frequency of advisory votes on executive compensation.
1 Year2 Years3 YearsAbstainBroker Non-Votes
19,120,3007,878367,98367,4231,571,033

Proposal 4 - Approval of an Amendment to the Company's Certificate of Incorporation to include the exculpation of officers.
ForAgainstAbstainBroker Non-Votes
5,112,55314,424,14826,8831,571,033

Proposal 5 - Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
ForAgainstAbstain
21,041,01079,85813,749


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 23, 2024By:/s/ Bryan P. Petrucelli
Bryan P. Petrucelli
Executive Vice President, Chief Financial Officer and Treasurer



v3.24.1.1.u2
Document and Entity Information Document
May 23, 2024
Cover [Abstract]  
Entity Central Index Key 0001669162
City Area Code 804
Entity Incorporation, State or Country Code DE
Document Type 8-K
Document Period End Date May 23, 2024
Entity Registrant Name KINSALE CAPITAL GROUP, INC.
Entity File Number 001-37848
Entity Tax Identification Number 98-0664337
Entity Address, Address Line One 2035 Maywill Street
Entity Address, Address Line Two Suite 100
Local Phone Number 289-1300
Entity Address, City or Town Richmond
Entity Address, State or Province VA
Entity Address, Postal Zip Code 23230
Amendment Flag false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol KNSL
Security Exchange Name NYSE
Entity Emerging Growth Company false
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