AMERISAFE (AMSF) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 6, 2025, to vote on director elections, executive compensation, auditor ratification, and an amendment to the director stock plan.

• Shareholders of record as of April 17, 2025, are eligible to vote; 19,050,315 shares outstanding.

• Company reported 2024 net income of $55.4M, combined ratio of 88.7%, and total shareholder return of 8.1%.

• Regular and extraordinary dividends paid in 2024 totaled $4.48 per share; quarterly dividend increased by 5.4% in February 2025.

Voting matters and shareholder proposals

• Election of three directors to serve until 2028.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Approval of amendment to Non-Employee Director Restricted Stock Plan to increase authorized shares by 50,000 and raise annual grant value cap to $200,000.

• Shareholder proposals for 2026 must be received by January 2, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven non-employee and one employee director, divided into three classes with staggered three-year terms.

• All non-employee directors are independent per Nasdaq rules.

• Board committees: Audit, Compensation, Nominating and Corporate Governance (NCG), and Risk; each has defined charters and responsibilities.

• Corporate governance policies include director resignation, clawback, insider trading, conflict of interest, and related party transaction oversight.

• Board and NCG Committee regularly review governance practices and consider shareholder input.