TIPTREE INC. 8-K

What Happened

• Tiptree Inc. filed an 8-K on April 29, 2026 reporting the results of its April 28, 2026 Annual Meeting of Stockholders. All three director nominees — Paul M. Friedman, Randy Maultsby and Bradley E. Smith — were elected.
• Shareholders approved Amendment No. 2 to the 2017 Omnibus Incentive Plan to extend the plan term to June 6, 2037 and add 4,000,000 shares.
• Deloitte & Touche LLP was ratified as the company’s independent auditor for the fiscal year ending December 31, 2026.
• The advisory (non-binding) “say-on-pay” vote was approved, and shareholders voted most strongly for holding the advisory executive-compensation vote every three years; the Board adopted a three‑year frequency.

Key Details

• Director votes: Paul M. Friedman — For 24,141,270; Withheld 5,929,346; Broker non-vote 3,718,185. Randy Maultsby — For 27,466,398; Withheld 2,604,218; Broker non-vote 3,718,185. Bradley E. Smith — For 23,168,809; Withheld 6,901,807; Broker non-vote 3,718,185.
• 2017 Plan amendment vote: For 21,890,598; Against 8,163,379; Abstain 16,639; Broker non-vote 3,718,185. Adds 4,000,000 shares and extends plan to June 6, 2037.
• Auditor ratification: For 33,701,474; Against 76,345; Abstain 10,982 (Deloitte & Touche LLP ratified).
• Say-on-pay frequency: One year 11,455,925; Two years 692; Three years 18,442,287; Abstain 171,712 — Board will hold advisory votes on executive compensation every three years.

Why It Matters

• Board continuity: All nominated directors were elected, maintaining current leadership and governance direction.
• Potential dilution and compensation flexibility: Approval to add 4,000,000 shares to the Omnibus Incentive Plan and extend it to 2037 gives the company room to grant equity awards to employees and executives, which can affect share count over time.
• Auditor continuity: Ratifying Deloitte & Touche LLP provides continuity in financial reporting and audit oversight for fiscal 2026.
• Governance cadence: Moving to a three‑year advisory vote on executive compensation reduces the frequency of shareholder say-on-pay votes (consistent with the Board’s recommendation).

Filed and signed by Michael G. Barnes, Chairman & CEO, on April 29, 2026.