aii-20260611
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) June 11, 2026
__________________________
American Integrity Insurance Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-42634 | 33-2925846 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3000 Bayport Drive, Suite 500 Tampa, Florida | 33607 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (813) 880-7000
Not Applicable
(Former name or former address, if changed since last report)
__________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐ | 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(s) | Name of each exchange on which registered | ||
Common Stock, $0.001 par value | AII | New York Stock Exchange |
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 x
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 11, 2026, American Integrity Insurance Group, Inc. (the “Company”) held its annual meeting of stockholders (the
“Annual Meeting”). A total of 18,640,944 shares of the Company’s common stock were present in person or by means of
remote communication or represented by proxy at the Annual Meeting. The matters submitted for a vote and the related
results are set forth below. A more detailed description of the proposals was included in the Company’s Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026.
Proposal 1: Election of the Class I director nominee, Steven Smathers, to the Company’s board of directors (the “Board”),
to serve a full term of three years until the annual meeting of stockholders to be held in 2029 and until his successor shall
have been duly elected and qualified or until his earlier death, resignation or removal.
NOMINEE | VOTES CAST FOR | VOTES CAST AGAINST | ABSTENTIONS | BROKER NON- VOTES | ||||
Steven Smathers | 11,654,530 | 4,589,613 | 79 | 2,396,722 |
Proposal 2: Ratification of the appointment of Forvis Mazars, LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2026.
VOTES CAST FOR | VOTES CAST AGAINST | ABSTENTIONS | ||
18,636,869 | 832 | 3,243 |
Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
VOTES CAST FOR | VOTES CAST AGAINST | ABSTENTIONS | BROKER NON- VOTES | |||
15,682,721 | 333,313 | 228,188 | 2,396,722 |
Proposal 4: Approval, on an advisory basis, of the frequency of future advisory votes on named executive officer
compensation.
ONE YEAR | TWO YEARS | THREE YEARS | ABSTENTIONS | BROKER NON- VOTES | |||
7,776,895 | 2,245 | 8,068,067 | 397,015 | 2,396,722 |
The proposals described above were acted upon by the Company’s stockholders at the Annual Meeting and received a
sufficient number of votes to be approved.
Based on these results and consistent with the recommendation of the compensation committee of the Board, the Board has
determined that the Company will conduct future advisory votes on the compensation of the Company’s named executive
officers every three years. This policy will remain in effect until the next stockholder vote on the frequency of advisory
votes on named executive officer compensation, which is expected to occur at the Company’s annual meeting of
stockholders to be held in 2029.
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.
AMERICAN INTEGRITY INSURANCE GROUP, INC. | ||
Date: June 12, 2026 | By: | /s/ Robert Ritchie |
Name: | Robert Ritchie | |
Title: | Chief Executive Officer | |