RYAN SPECIALTY HOLDINGS, INC. 8-K

What Happened
Ryan Specialty Holdings, Inc. (RYAN) filed an 8-K on May 1, 2026 reporting the results of its annual meeting of stockholders. A quorum was present and the company elected its slate of directors for terms expiring at the 2027 annual meeting, ratified Deloitte & Touche LLP as its independent auditor for fiscal 2026, and approved the advisory “say-on-pay” vote on executive compensation.

Key Details

• Director elections (terms to expire in 2027):
  • David P. Bolger — For: 1,232,310,715; Against: 2,909,359; Withheld: 37,088; Broker non-votes: 10,447,967
  • Michael G. Bungert — For: 1,233,258,456; Against: 1,966,467; Withheld: 32,239; Broker non-votes: 10,447,967
  • Francesca Cornelli — For: 1,235,108,258; Against: 116,679; Withheld: 32,225; Broker non-votes: 10,447,967
  • Nicholas D. Cortezi — For: 1,234,285,196; Against: 938,418; Withheld: 33,548; Broker non-votes: 10,447,967
  • Anthony J. Kuczinski — For: 1,227,080,598; Against: 8,144,322; Withheld: 32,242; Broker non-votes: 10,447,967
• Auditor ratification: Deloitte & Touche LLP ratified for fiscal year ending Dec 31, 2026 — For: 1,245,571,118; Against: 106,222; Abstain: 27,789.
• Advisory vote on executive compensation (“say-on-pay”): Approved — For: 1,235,002,019; Against: 202,513; Abstain: 52,630; Broker non-votes: 10,447,967.
• Report filed and signed by Mark S. Katz, EVP, General Counsel & Corporate Secretary, dated May 1, 2026.

Why It Matters
These results confirm the company’s board composition and governance direction for the coming year, with all nominated directors elected. Ratification of Deloitte & Touche LLP maintains the company’s auditor relationship for fiscal 2026. The advisory approval of executive compensation signals shareholder support for pay practices, though the vote is non-binding. Investors tracking governance, board continuity, auditor oversight, or shareholder sentiment on executive pay can use these vote outcomes as current indicators.