PLMR Palomar Holdings, Inc. - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2026, the Board of Directors (the “Board”) of Palomar Holdings, Inc. (the “Company”) appointed Scott Beiser as a Class I director of the Company effective immediately, to serve until the Company’s 2029 Annual Meeting of Stockholders, and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Mr. Beiser was appointed to serve on the Audit Committee, Compensation Committee, and Investment Committee of the Board.

There were no arrangements or understandings between Mr. Beiser and any other persons pursuant to which he was elected as a director, and there are no related persons transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Beiser and the Company required to be disclosed herein.

Upon appointment, Mr. Beiser was granted an initial equity award, consisting of (i) an award granted in 2026 covering 869 restricted stock units (“RSUs”) and (ii) an additional award with a grant date value of $50,000 to be granted in 2027, in each case subject to Mr. Beiser’s continued service through the applicable grant date. The RSUs will vest in full on the first anniversary of the applicable grant date.

As a non-employee director, Mr. Beiser will receive compensation in the same manner as the Company’s other non-employee directors. The Company previously disclosed the terms of non-employee director compensation in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 10, 2026.

The Company has entered into an indemnification agreement with Mr. Beiser, consistent with the form of the Company’s indemnity agreement entered into with its other directors and filed as an exhibit to the Company’s Registration Statements on Form S-1 filed with the Securities and Exchange Commission on March 15, 2019.

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

Palomar Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) on May 21, 2026. At the Annual Meeting, the Company’s stockholders voted on three proposals, as described below. Each of the proposals was described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 10, 2026. The vote totals noted below are final voting results from the Annual Meeting.

Proposal 1

The Company’s stockholders elected the following two Class I Directors to hold office until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified.

Name

Votes For

Votes Withheld

Broker Non-Votes

Daryl Bradley

22,017,793

806,927

1,429,109

Thomas Bradley

22,315,644

509,076

1,429,109

Proposal 2

The Company’s stockholders approved the advisory resolution to approve the compensation of the Company’s Named Executive Officers.

Votes For

Votes Against

Abstentions

Broker Non-Votes

21,123,368

1,680,514

20,838

1,429,109

Proposal 3

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes For

Votes Against

Abstentions

23,696,932

108,911

447,986

Item 7.01 Regulation FD Disclosure.

A copy of the Press Release announcing the appointment of Mr. Beiser is furnished herewith as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

99.1

Press release, dated May 26, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)