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Ryan Specialty Holdings, Inc. – ‘8-K’ for 6/7/22

On:  Monday, 6/13/22, at 5:08pm ET   ·   For:  6/7/22   ·   Accession #:  950170-22-11574   ·   File #:  1-40645

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/13/22  Ryan Specialty Holdings, Inc.     8-K:5       6/07/22   10:213K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     42K 
 5: R1          Document And Entity Information                     HTML     46K 
 8: XML         IDEA XML File -- Filing Summary                      XML     11K 
 6: XML         XBRL Instance -- ryan-20220607_htm                   XML     15K 
 7: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 2: EX-101.LAB  XBRL Labels -- ryan-20220607_lab                     XML     40K 
 4: EX-101.PRE  XBRL Presentations -- ryan-20220607_pre              XML     31K 
 3: EX-101.SCH  XBRL Schema -- ryan-20220607                         XSD     11K 
 9: JSON        XBRL Instance as JSON Data -- MetaLinks               11±    17K 
10: ZIP         XBRL Zipped Folder -- 0000950170-22-011574-xbrl      Zip     11K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:  C:  C: 
  8-K  
 i false i 000184925300018492532022-06-072022-06-07

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM  i 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):  i June 07, 2022

 

 

 i RYAN SPECIALTY HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 i Delaware

 i 001-40645

 i 86-2526344

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

 i Two Prudential Plaza

 

 i Chicago,  i Illinois

 

 i 60601

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code:  i 312  i 784-6001

 

 

(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:

 i Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i 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

 i Class A Common Stock, $0.001 par value

 

 i RYAN

 

 i The 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  i 

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.

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 7, 2022, Ryan Specialty Holdings, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, 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 of directors (the “Board”) to hold office for terms to expire upon the annual stockholders’ meeting to be held in 2025 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

 

1,268,301,940

 

29,099,700

 

9,253,229

William J. Devers

 

1,268,418,028

 

28,983,612

 

9,253,229

Michael D. O'Halleran

 

1,268,846,310

 

28,555,330

 

9,253,229

Timothy W. Turner

 

1,269,016,845

 

28,384,795

 

9,253,229

Proposal 2 - Ratification of Appointment 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, 2022 was approved based upon the following votes:

For

 

Against

 

Abstain

1,306,544,837

 

86,759

 

23,273

Proposal 3-Advisory Vote on Executive Compensation

The proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers was approved based upon the following votes:

For

 

Against

 

Abstain

 

Broker Non-Votes

1,268,351,371

 

28,749,518

 

300,749

 

9,253,229

Proposal 4 - Advisory Vote on the Frequency of Advisory Votes on Executive Compensation

The votes for one year, two years or three years with respect to the vote, on an advisory basis, related to the frequency of advisory votes on executive compensation of the Company’s named executive officers was as follows:

One Year

 

Two Year

 

Three Year

 

Abstain

 

Broker Non-Votes

1,235,216,896

 

61,057

 

61,374,216

 

749,469

 

9,253,229

Based on the voting results and the recommendation of the Company’s Board of Directors, the Board has decided that the Company will continue to hold an annual advisory vote on the compensation of its named executive officers until the next required vote on the frequency of the “say-on-pay” vote. The Company is required to hold votes on frequency every six years.

Proposal 5 - Advisory Vote on the Retention of the Supermajority Standards in our Governance Documents

The proposal to approve, on an advisory basis, the retention of the supermajority standards set forth in the Company's Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws was approved based upon the following votes:

For

 

Against

 

Abstain

 

Broker Non-Votes

1,247,841,652

 

49,468,004

 

91,983

 

9,253,229

Proposal 6 - Advisory Vote to Retain the Classified Structure of the Company's Board of Directors

The proposal to approve, on an advisory basis, the retention of the classified structure of the Company's Board was approved based upon the following votes:

For

 

Against

 

Abstain

 

Broker Non-Votes

1,241,848,494

 

55,459,406

 

93,739

 

9,253,229

 

 


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 thereunto duly authorized.

 

 

 

RYAN SPECIALTY HOLDINGS, INC.

 

 

 

 

Date:

June 13, 2022

By:

/s/ Mark Katz

 

 

 

Mark Katz
Executive Vice President, General Counsel and Corporate Secretary

 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/31/22
Filed on:6/13/22
For Period end:6/7/224,  DEF 14A,  PRE 14A
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