Presurance Holdings, Inc.
For the period ended Jun 3, 2026. Filed Apr 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 3, 2026 · Filed Apr 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under §240.14a-12 |
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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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3001 West Big Beaver Road, Suite 319
Troy, Michigan 48084
(248) 509-9202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Presurance Holdings, Inc. (the “Company”), which will be held virtually on Wednesday, June 3, 2026 at 10:00 a.m. (Eastern Time). The virtual Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/PRHI2026, where you will be able to listen to the meeting live, submit questions and vote online. We believe that a virtual shareholder meeting provides greater access to those who may want to attend and therefore have chosen a virtual meeting over an in-person meeting.
The matters to be acted upon are as follows:
| 1. | The election of Timothy M. Lamothe and Isolde G. O’Hanlon as directors of the Company for a three-year term expiring in 2029, or in each case, until the earlier election and qualification of such director’s successor; |
| 2. | The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm; and |
| 3. | Any other business that is properly submitted before the Annual Meeting or any adjournments or postponements thereof. |
The Record Date for the Annual Meeting was April 20, 2026. Only shareholders of record at the close of business on that date are entitled to vote at the Annual Meeting. The proxy materials were mailed only to those shareholders. The Company’s Board of Directors unanimously recommends that you vote FOR the election of each director nominee, and FOR Proposal No. 2.
This proxy statement and the Company’s annual report can be accessed directly at the following Internet address: www.virtualshareholdermeeting.com/PRHI2026. You will be asked to enter the control number located on your proxy card.
YOUR VOTE IS IMPORTANT. Whether or not you plan to participate in the virtual Annual Meeting, we urge you to submit your vote via: telephone; Internet; or by requesting, signing and returning a proxy card.
By Order of the Board of Directors,
J. Grant Smith
Chairman of the Board
Troy, Michigan
TABLE OF CONTENTS
| INFORMATION ABOUT SOLICITATION AND VOTING | 1 |
|---|---|
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 5 |
| Nominee for Director | 5 |
| Continuing Directors | 6 |
| Staggered Board | 6 |
| Director Independence | 7 |
| Board Leadership Structure | 7 |
| Board’s Role in Risk Oversight | 7 |
| Board Meetings and Committees | 8 |
| Audit Committee | 8 |
| Compensation Committee | 9 |
| Nominating and Corporate Governance Committee | 9 |
| Code of Business Conduct and Ethics | 10 |
| Shareholder Communications with Directors | 10 |
| Nomination to the Board of Directors | 11 |
| Director Compensation | 12 |
| PROPOSAL NO. 1 THE ELECTION OF ONE DIRECTOR | 13 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 14 |
| REPORT OF THE AUDIT COMMITTEE | 16 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 17 |
| EXECUTIVE OFFICERS | 18 |
| EXECUTIVE COMPENSATION | 19 |
| Summary Compensation Table for Fiscal Year 2025 and 2024 | 19 |
| Narrative Disclosure to Summary Compensation Table | 19 |
| PAY VERSUS PERFORMANCE | 22 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 26 |
| ADDITIONAL INFORMATION | 27 |
| Shareholder Proposals to be Presented at Next Annual Meeting | 27 |
| Available Information | 28 |
| OTHER MATTERS | 29 |
PROXY STATEMENT
FOR 2026 ANNUAL MEETING OF SHAREHOLDERS
To Be Held at 10:00 a.m. Eastern Time on Wednesday, June 3, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.