Amerisafe Inc

This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed compensation of its named executive officers (the CD&A, compensation tables and related disclosures). Management seeks shareholder approval to validate its compensation philosophy and practices, which emphasize a mix of fixed and at‑risk pay, annual incentives tied to combined ratio and premium growth, and a long‑term incentive plan focused on multi‑year return on equity; the Compensation Committee uses independent consultant benchmarking, clawback provisions, stock ownership guidelines and double‑trigger change‑in‑control vesting to mitigate risk and align interests. The vote is advisory and not binding, but the Compensation Committee will consider the outcome when assessing future pay decisions; a strong affirmative vote provides the Board with shareholder support for its approach, while a negative result would likely prompt further shareholder engagement and potential program adjustments. In context, the Company reported solid 2025 operating performance despite industry rate pressure and historically high shareholder support for its prior say‑on‑pay (approx. 96% in 2025), which the Committee cited when making compensation decisions. Key governance features noted by management include performance‑based majority LTIP awards, caps on maximum payouts, independent oversight of pay design and annual risk reviews to avoid incentives that could encourage imprudent premium growth. For investors evaluating the proposal, important considerations include that the vote does not alter contractual pay terms, the Company’s use of industry‑specific metrics (combined ratio, ROE) that directly tie pay to underwriting performance, and that the Compensation Committee retains discretion over plan design and goal setting. Given the advisory nature, the outcome primarily communicates shareholder sentiment on pay philosophy and execution rather than mandating immediate changes; management frames a ‘‘FOR’’ vote as supporting retention and alignment of executives’ incentives with long‑term shareholder value.

This management‑sponsored proposal asks shareholders to approve an amendment to the Company’s Certificate of Formation to add officer exculpation that would eliminate an officer’s personal monetary liability to the fullest extent permitted by the Texas Business Organizations Code, while preserving statutory exceptions such as breaches of loyalty, acts not in good faith, intentional misconduct or knowing violations of law, and transactions conferring improper benefits. Management presents the amendment as a governance update enabled by recent changes to the TBOC and argues it will align officer protections with existing director exculpation, reduce the likelihood of officers being added to meritless suits based on hindsight, and lower potential litigation and insurance costs. The Board frames the change as important to recruit and retain experienced officers who might otherwise be deterred by personal exposure, especially given the Company’s operating complexity and litigious environment; it notes that other Texas corporations have adopted similar provisions. The amendment will become effective upon filing an amended and restated certificate with the Texas Secretary of State if approved by the requisite shareholder vote (two‑thirds). Critical investor considerations include whether exculpation materially reduces officers’ incentives to act diligently, how the preserved exceptions mitigate that risk, the comparative standard under peer companies and Texas law, and potential impacts on derivative litigation dynamics and D&O insurance. The Board’s recommendation emphasizes the limited scope of exculpation and statutory safeguards; however, investors should weigh governance tradeoffs—particularly regarding accountability for oversight failures—against the potential benefits for talent retention and litigation risk management. The proposal’s approval would be a structural change in charter language that could influence the company’s governance profile and litigation exposure profile going forward.

This management proposal requests shareholder approval of several technical and conforming amendments to the Company’s Certificate of Formation to modernize and align charter provisions with the Texas Business Organizations Code. The principal changes include (i) revising the shareholders’ right to call a special meeting to align with TBOC thresholds (proposed to permit holders of at least 25% of voting power to demand a special meeting), (ii) updating the registered office address and registered agent information in Articles V and VI to current details, and (iii) removing obsolete enumerations of director names and addresses contained in Article VII and renumbering subsequent articles. Management frames these edits as non‑substantive housekeeping changes that reduce administrative inconsistencies and bring the charter into conformity with current law, improving corporate flexibility and reducing legal ambiguity. The Board recommends approval, noting that the amendments are not intended to materially alter shareholder rights beyond aligning procedures with statutory standards; however, investors should note the specific 25% threshold for special meeting requests (which is within statutory limits but higher than the default 10% threshold under TBOC if unspecified) and consider whether the revised threshold meaningfully affects minority shareholder ability to call special meetings. The amendments also remove dated information that could create confusion in corporate records and regulatory filings and streamline the charter for future governance operations. If approved, the amendments will become effective upon filing the amended and restated certificate with the Texas Secretary of State.