AMERISAFE (AMSF) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, at corporate headquarters in DeRidder, Louisiana, with shareholders of record as of April 16, 2026, eligible to vote.

• Key proposals include director elections, advisory say-on-pay, auditor ratification, officer exculpation, and technical amendments to the Certificate of Formation.

• Company reported solid 2025 performance with $47.1M net income, 91.3% combined ratio, and increased quarterly dividends for 2026.

Voting matters and shareholder proposals

• Election of three directors for terms expiring in 2029: Michael J. Brown, G. Janelle Frost, and Sean M. Traynor.

• Advisory vote on executive compensation (say-on-pay), with annual frequency and 96% support in 2025.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Approval of officer exculpation amendment to limit personal liability of officers, aligning with recent Texas law changes.

• Approval of technical amendments to the Certificate of Formation, including updates to special meeting rights, registered office, and removal of outdated director information.

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 diversity includes 25% women and 25% racially diverse members.

• Directors receive cash retainers and restricted stock; stock ownership guidelines require holding shares equal to three times the annual cash retainer.

• Corporate governance policies include director resignation policy, code of ethics, clawback policy, insider trading policy, and related party transaction oversight.

• Board leadership is separated between Chairman (Jared A. Morris) and CEO (G. Janelle Frost).