AMERISAFE INC
For the period ended Apr 24, 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.
Apr 24, 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 |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| . | |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
AMERISAFE, Inc.
(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 |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a 6(i)(1) and 0-11 |
FROM OURChairman of the Board
Dear AMERISAFE Shareholder:
You are cordially invited to attend the annual meeting of shareholders of AMERISAFE, Inc. The meeting will be held on Wednesday, June 10, 2026, beginning at 9:00 a.m. CDT at our corporate headquarters, which are located at 2301 Highway 190 West in DeRidder, Louisiana 70634.
Information about the meeting, including the nominees for election as directors and the other proposals to be considered is presented in the following notice of annual meeting and proxy statement. At the end of the meeting, management will conduct a question and answer period.
We hope that you will attend the annual meeting. It is important that your shares be represented. Accordingly, please vote using the internet or telephone procedures described on the proxy card or sign, date and promptly mail the enclosed proxy card in the enclosed pre-addressed, postage-paid envelope.
We look forward to seeing you at the meeting on June 10th.
| Sincerely, | |
| Jared A. MorrisChairman |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on June 10, 2026
The 2026 annual meeting of shareholders (the "Annual Meeting") of AMERISAFE, Inc. (the “Company”) will be held on June 10, 2026, beginning at 9:00 a.m. CDT at the Company’s corporate headquarters, which are located at 2301 Highway 190 West in DeRidder, Louisiana 70634. The Annual Meeting will be held for the following purposes:
to elect the three director nominees listed in the accompanying proxy statement to serve until the Company's 2029 annual meeting of shareholders;
to conduct an advisory vote to approve the Company's compensation of its named executive officers;
to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026;
to approve an amendment to the Company's Certificate of Formation to provide for officer exculpation;
to approve amendments to the Company's Certificate of Formation to make technical and conforming changes; and
to transact such other business as may properly come before the meeting.
Information concerning the matters to be voted upon at the Annual Meeting is set forth in the accompanying proxy statement. Also enclosed is the Company’s annual report for the year ended December 31, 2025. Holders of record of the Company’s common stock as of the close of business on April 16, 2026 are entitled to notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,
Kathryn H. Shirley
Executive Vice President,Chief Administrative Officer and Secretary
DeRidder, Louisiana
IMPORTANTWhether or not you plan to attend the Annual Meeting in person, please submit your proxy and voting instructions using the internet or telephone procedures described on the proxy card or by signing, dating, and promptly returning the enclosed proxy card in the pre-addressed, postage-paid envelope.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be
Held on June 10, 2026
This notice and proxy statement and the 2025 annual report are available at www.proxyvote.com
TABLE OF CONTENTS
| Page | |
|---|---|
| Information About the Annual Meeting | 1 |
| Proposal 1 Election of Directors | 4 |
| Proposal 2 Advisory Vote to Approve Compensation of the Company's Named Executive Officers | 9 |
| Proposal 3 Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2026 | 10 |
| Proposal 4 Approval of Amendment to Our Certificate of Formation to Provide for Officer Exculpation | 11 |
| Proposal 5 Approval of Amendments to Our Certificate of Formation to Make Technical and Conforming Changes | 14 |
| The Board, Its Committees and Its Compensation | 16 |
| Compensation Discussion and Analysis | 27 |
| Compensation Committee Report | 40 |
| Executive Compensation | 41 |
| Equity Compensation Plan Information | 55 |
| Security Ownership of Management and Certain Beneficial Holders | 56 |
| Compensation Committee Interlocks and Insider Participation | 58 |
| Audit Committee Report | 59 |
| Independent Public Accountants | 60 |
| Shareholder Proposals for the 2027 Annual Meeting of Shareholders | 61 |
| Other Matters | 61 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.