Palomar Holdings, Inc. 8-K

What Happened

• Palomar Holdings, Inc. appointed Scott Beiser as a Class I director effective May 21, 2026. He will serve until the 2029 annual meeting and was named to the Board’s Audit, Compensation and Investment Committees. Upon appointment he received an initial equity award of 869 restricted stock units (RSUs) (2026) and will receive an additional award with a grant-date value of $50,000 in 2027, each grant subject to continued service; the RSUs vest in full on the first anniversary of the grant date. The company entered into its standard indemnification agreement with Mr. Beiser and will pay him the same non-employee director compensation disclosed in its April 10, 2026 proxy.
• At the Annual Meeting on May 21, 2026, stockholders elected two Class I directors and voted on executive compensation and auditor ratification. The filing also furnishes a press release (Exhibit 99.1) announcing Mr. Beiser’s appointment.

Key Details

• Director appointment: Scott Beiser, effective May 21, 2026; committees: Audit, Compensation, Investment.
• Equity grant: 869 RSUs (2026) + additional grant valued at $50,000 to be granted in 2027; RSUs vest one year after grant.
• Director elections: Daryl Bradley — 22,017,793 for / 806,927 withheld / 1,429,109 broker non-votes; Thomas Bradley — 22,315,644 for / 509,076 withheld / 1,429,109 broker non-votes.
• Advisory vote on executive pay: Approved — 21,123,368 for / 1,680,514 against / 20,838 abstentions (1,429,109 broker non-votes).
• Auditor ratification: Ernst & Young LLP ratified — 23,696,932 for / 108,911 against / 447,986 abstentions.

Why It Matters

• The appointment of a new independent director and his placement on key committees may affect oversight of financial reporting, executive pay and investments. The equity award and standard indemnification align his compensation and protections with other non-employee directors.
• Final vote totals show clear shareholder approval of management’s pay program and reappointment of Ernst & Young as auditor, which are governance signals investors watch for when assessing board alignment and financial oversight.