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 19, 2021 (May 18, 2021)
TREAN INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39392 | 84-4512647 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 150 Lake Street West Wayzata, Minnesota |
55391 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(952) 974-2200
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | 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 |
Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | TIG | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company 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 SECUIRTY HOLDERS. |
The 2021 annual meeting of the stockholders (the “Annual Meeting”) of Trean Insurance Group, Inc. (the “Company”) was held on May 18, 2021. As of March 22, 2021, the record date for the Annual Meeting, a total of 51,148,782 shares of the Company’s common stock were outstanding and entitled to vote on all matters presented to the Company’s stockholders at the Annual Meeting, of which a total of 43,736,062 shares of the Company’s common stock were present in person or represented by proxies at the Annual Meeting, constituting a quorum. At the Annual Meeting, the Company’s stockholders considered the following proposals:
| (1) | To elect the three Class I directors to the Company’s board of directors (the “Board”), each to serve for a term of three years and until his or her successor is elected and qualified; and |
| (2) | To cast an advisory (non-binding) vote to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. |
The final voting results for each proposal are described below. For beneficial owners holding the Company’s common stock at a bank or brokerage institution, a “broker non-vote” occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.
Proposal 1
Three Class I directors were elected to the Company’s Board to serve for a term of three years. The results of the election were as follows:
| Name |
For | Withheld | Broker Non-Votes | |||||||||
| Mary A Chaput |
43,303,545 | 39,639 | 392,878 | |||||||||
| David G. Ellison |
38,845,835 | 4,497,349 | 392,878 | |||||||||
| Daniel G. Tully |
38,850,777 | 4,492,407 | 392,878 | |||||||||
Proposal 2
The Audit Committee’s selection of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2021 was ratified. The results of the vote were as follows:
| For |
Against | Abstentions | Broker Non-Votes | |||||||||
| 43,667,805 |
68,257 | 0 | — | |||||||||
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.
Date: May 19, 2021
| TREAN INSURANCE GROUP, INC. | ||
| By: | /s/ Julie A. Baron | |
| Name: | Julie A. Baron | |
| Title: | Chief Financial Officer and Treasurer | |