Kinsale Capital Group Inc
For the period ended Apr 8, 2024. Filed Apr 8, 2024.
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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 8, 2024 · Filed Apr 8, 2024
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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
| 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 |
| Kinsale Capital Group, 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 |
2035 Maywill Street
Suite 100
April 8, 2024
Dear Stockholder:
We cordially invite you to attend Kinsale Capital Group, Inc.’s Annual Meeting of Stockholders. The meeting will be held at The Commonwealth Club, 401 W. Franklin Street, Richmond, VA 23220 at 10:30 a.m., Eastern Daylight Time, on May 23, 2024.
Details regarding admission to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Your vote is important. At the meeting, stockholders will vote on a number of important matters. Please take the time to carefully read each of the proposals described in the attached Proxy Statement.
Thank you for your support of Kinsale Capital Group, Inc.
Sincerely,
Michael P. Kehoe
Chairman and Chief Executive Officer
2035 Maywill Street, Suite 100
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Time and Date | 10:30 a.m., Eastern Daylight Time, on May 23, 2024 | |
|---|---|---|
| Place | The Commonwealth Club, 401 W. Franklin Street, Richmond, VA 23220 | |
| Items of Business | 1. To elect the nine directors identified in the accompanying proxy statement to serve a one-year term until the 2025 annual meeting of stockholders;2. To hold an advisory vote on executive compensation;3. To hold an advisory vote on the frequency of advisory votes onexecutive compensation;4. Approve Amendment to the Company’s Certificate of Incorporationto include exculpation of officers5. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year 2024; and6. To transact any other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. | |
| Record Date | You are entitled to vote at the Annual Meeting and at any adjournment or postponement thereof if you were a holder of shares of our common stock of record at the close of business on March 26, 2024. | |
| Voting | Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. If you are a stockholder of record, you may vote via the Internet at www.proxyvote.com, or, if you have received a printed copy of these proxy materials by mail, you may vote by phone or by signing, dating, and returning your proxy card in the prepaid envelope provided. If you are a beneficial owner, you should follow the voting instructions provided by your broker, bank or other intermediary. | |
| Internet Availability of Proxy Materials | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 23, 2024. Kinsale Capital Group, Inc.’s Proxy Statement and Annual Report to Stockholders are available at: https://materials.proxyvote.com/49714P. | |
| By Order of the Board of Directors, | ||
| April 8, 2024 | /s/ Amanda E. Viol | |
| Richmond, Virginia | Amanda E. Viol | |
| Secretary | ||
| Table of Contents | Page |
|---|---|
| Proxy Statement | 1 |
| Questions and Answers about the Proxy Materials and the Annual Meeting | 1 |
| Security Ownership of Certain Beneficial Owners and Management | 7 |
| Proposal 1: Election of Directors | 9 |
| Board of Directors and Corporate Governance | 13 |
| Compensation Discussion and Analysis | 20 |
| Executive Compensation | 26 |
| Equity Compensation Plan Information | 34 |
| Certain Relationships and Related Person Transactions | 34 |
| Proposal 2: Advisory Vote on Executive Compensation | 36 |
| Proposal 3: Advisory Vote on the Frequency of Advisory Vote on Executive Compensation | 37 |
| Proposal 4: Approve Amendment of the Certificate of Incorporation to Include the Exculpation of Officers | 38 |
| Proposal 5: Ratification of Independent Registered Public Accounting Firm | 40 |
| Independent Registered Public Accounting Firm | 41 |
| Committee Reports | 42 |
| Additional Information | 43 |
2035 Maywill Street
Suite 100
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.