Amerisafe Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three director nominees (Michael J. Brown, G. Janelle Frost, Sean M. Traynor) to serve three-year terms expiring in 2029.

2. 2

   Advisory Vote to Approve Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   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.

3. 3

   Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.

4. 4

   Approval of Amendment to Certificate of Formation to Provide for Officer Exculpation

   ManagementBoard: FOR

   Amend Article XIV of the Certificate of Formation to add officer exculpation (eliminate officers' monetary liability to the fullest extent permitted by the Texas Business Organizations Code), subject to statutory exceptions.

   More detail

   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.

5. 5

   Approval of Amendments to Certificate of Formation to Make Technical and Conforming Changes

   ManagementBoard: FOR

   Approve a set of technical amendments to the Certificate of Formation to align with the TBOC, including clarifying shareholder special meeting rights, updating registered office/address and registered agent, and removing outdated director names and addresses.

   More detail

   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.

Upcoming shareholder meetings at Amerisafe Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Amerisafe Inc 2026 annual meeting?

Amerisafe Inc (AMSF) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Amerisafe Inc 2026 meeting?

The record date for the Amerisafe Inc 2026 meeting is Thursday, April 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Amerisafe Inc's 2026 meeting?

The board is presenting 3 director nominees at the Amerisafe Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Amerisafe Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Amerisafe Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.