Ryan Specialty Holdings Inc.
06/04/2025 | Press release | Distributed by Public on 06/04/2025 04:00
Proxy Results, Corporate Action, Amendments to Bylaws (Form 8-K)
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 and Item 5.07 of this Current
Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 30, 2025, Ryan Specialty Holdings, Inc. (the "Company") held its 2025 annual meeting of stockholders (the
"Annual Meeting"). At the Annual Meeting the stockholders voted to amend the Company's Amended and Restated
Certificate of Incorporation, as amended (the "Certificate"), to:
•approve an amendment to the Certificate to declassify the Board of Directors (the "Board") and phase-in annual
director elections;
•approve an amendment to the Certificate to replace the plurality voting standard with a majority voting standard in
uncontested director elections;
•approve an amendment to the Certificate to eliminate the springing supermajority voting standard with respect to
the removal of a director from the Board thereby retaining stockholders' power to remove directors, with or
without cause, by a majority standard;
•approve an amendment to the Certificate to provide for a specific outside date, September 30, 2029, by which the
ten-to-one vote disparity of the Class B common stock to the Class A common stock will sunset;
•approve an amendment to the Certificate to provide stockholders with the ability to take action by written consent;
•approve an amendment to the Certificate to provide stockholders with the ability to call special meetings of
stockholders;
•approve an amendment to the Certificate to eliminate the springing supermajority voting standard with respect to
the amendment of the Company's bylaws and certain provisions of the Company's certificate of incorporation,
thereby retaining the majority standard;
•approve an amendment to the Certificate to provide for the exculpation of certain officers of the Company to the
fullest extent provided under Delaware law; and
•approve certain non-substantive amendments to the Certificate to reflect the previous name change, remove the
initial number of directors, eliminate obsolete provisions and incorporate other administrative modifications as set
forth in the Certificate.
Detailed descriptions of the foregoing amendments to the Certificate were set forth in management proposals two through
ten in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on
April 17, 2025 (the "Proxy Statement"), which descriptions are incorporated herein by reference and are qualified in their
entirety by reference to the full text of the Company's Amended and Restated Certificate of Incorporation filed herewith as
Exhibit 3.1. These amendments to the Certificate became effective upon filing the Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware on May 30, 2025.
Additionally, the Board approved an amendment and restatement of the Company's bylaws (the "Bylaws"), which became
effective concurrently with the effectiveness of the Certificate. The Bylaws were amended and restated to:
•adopt qualifications and procedures specifying the ownership percentage and information requirements that a
stockholder or stockholders must provide to exercise their right to call a special meeting;
•implement a majority voting standard for the election of directors in uncontested director elections, with a
plurality voting standard applying to contested director elections;
•adopt a market standard resignation policy with respect to director nominees consistent with the majority voting
standard, so that an incumbent director who does not receive the requisite affirmative majority of the votes cast for
his or her re-election will be required to promptly tender his or her resignation to the Board, subject to acceptance
by the Board; and
•Make certain conforming and administrative changes.
The foregoing description of the Bylaws is qualified in its entirety by reference to, and should be read in conjunction with,
the complete text of the Bylaws, which is attached to this Current Report on Form 8-K as Exhibit 3.2, the terms of which
are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, at which a quorum was present, the stockholders of the Company voted on the following
proposals:
Proposal 1 - Election of Directors
The following nominees were elected to the Company's Board to hold office for terms to expire upon the annual meeting
of stockholders to be held in 2028 or until their successors are elected and qualified, or until their earlier death, resignation
or removal. The votes cast at the Annual Meeting were as follows:
|
Nominee
|
For
|
Withheld
|
Broker Non-Votes
|
|||
|
Henry S. Bienen, Ph.D.
|
1,300,229,739
|
9,388,734
|
13,811,775
|
|||
|
Michael D. O'Halleran
|
1,246,555,394
|
63,063,079
|
13,811,775
|
|||
|
Timothy W. Turner
|
1,308,388,723
|
1,229,750
|
13,811,775
|
|||
|
Patrick G. Ryan, Jr.
|
1,306,842,601
|
2,775,872
|
13,811,775
|
Proposal 2 - Approval of an amendment to the Certificate to declassify the Board and phase-in annual director elections
The proposal to amend the Certificate to declassify the Board and phase-in annual director elections has been approved.
The votes cast at the Annual Meeting were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
1,309,574,820
|
10,144
|
33,509
|
13,811,775
|
Proposal 3 - Approval of an amendment to the Certificate to replace the plurality voting standard with a majority voting
standard in uncontested director elections
The proposal to amend the Certificate to replace the plurality voting standard with a majority voting standard in
uncontested director elections has been approved. The votes cast at the Annual Meeting were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
1,309,583,164
|
23,035
|
12,274
|
13,811,775
|
Proposal 4 - Approval of an amendment to the Certificate to eliminate the springing supermajority voting standard with
respect to the removal of a director from the Board thereby retaining stockholders' power to remove directors, with or
without cause, by a majority standard
The proposal to amend the Certificate to eliminate the springing supermajority voting standard with respect to the removal
of a director from the Board has been approved. The votes cast at the Annual Meeting were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
1,309,550,332
|
60,828
|
7,313
|
13,811,775
|
Proposal 5 - Approval of an amendment to the Certificate to provide for a specific outside date, September 30, 2029, by
which the ten-to-one vote disparity of the Class B common stock to the Class A common stock will sunset
The proposal to amend the Certificate to provide for a specific outside date, September 30, 2029, by which the ten-to-one
vote disparity of the Class B common stock to the Class A common stock will sunset has been approved. The votes cast at
the Annual Meeting were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
1,309,529,365
|
15,592
|
73,516
|
13,811,775
|
Proposal 6 - Approval of an amendment to the Certificate to provide stockholders with the ability to take action by
written consent
The proposal to amend the Certificate to provide stockholders with the ability to take action by written consent has been
approved. The votes cast at the Annual Meeting were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
1,297,994,682
|
11,590,645
|
33,146
|
13,811,775
|
Proposal 7 - Approval of an amendment to the Certificate to provide stockholders with the ability to call special meetings
of stockholders
The proposal to amend the Certificate to provide stockholders with the ability to call special meetings of stockholders has
been approved. The votes cast at the Annual Meeting were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
1,309,150,973
|
434,117
|
33,383
|
13,811,775
|
Proposal 8 - Approval of an amendment to the Certificate to eliminate the springing supermajority voting standard with
respect to the amendment of the Company's bylaws and certain provisions of the Company's certificate of incorporation,
thereby retaining the majority standard
The proposal to amend the Certificate to eliminate the springing supermajority voting standard with respect to the
amendment of the Company's bylaws and certain provisions of the Company's certificate of incorporation has been
approved. The votes cast at the Annual Meeting were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
1,309,536,426
|
71,930
|
10,117
|
13,811,775
|
Proposal 9 - Approval of an amendment to the Certificate to provide for the exculpation of certain officers of the
Company to the fullest extent provided under Delaware law
The proposal to amend the Certificate to provide for the exculpation of certain officers of the Company to the fullest extent
provided under Delaware law has been approved. The votes cast at the Annual Meeting were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
1,266,433,870
|
43,147,443
|
37,160
|
13,811,775
|
Proposal 10 - Approval of certain non-substantive amendments to the Certificate to reflect the previous name change,
remove the initial number of directors, eliminate obsolete provisions and incorporate other administrative modifications
as set forth in the Certificate
The proposal to amend the Certificate to reflect the previous name change, remove the initial number of directors, eliminate
obsolete provisions and incorporate other administrative modifications as set forth in the Certificate has been approved.
The votes cast at the Annual Meeting were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
1,309,527,219
|
9,242
|
82,012
|
13,811,775
|
Proposal 11 - Ratification of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2025 has been approved. The votes cast at the Annual Meeting
were as follows:
|
For
|
Against
|
Abstain
|
||
|
1,322,783,452
|
577,712
|
69,084
|
Proposal 12 - Advisory Vote on Executive Compensation
The proposal to approve, on an advisory basis, the compensation paid to the Company's named executive officers has been
approved. The votes cast at the Annual Meeting were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
1,308,904,586
|
651,181
|
62,706
|
13,811,775
|
Ryan Specialty Holdings Inc. published this content on June 04, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 04, 2025 at 10:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io