View:
Download DOC
Download PDF
Download XLS
Download XBRL
plmr20240228_8k.htm
false 0001761312 0001761312 2024-02-28 2024-02-28
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 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): February 28, 2024
 
Palomar Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number: 001-38873
 
     
Delaware
  
83-3972551
(State or other jurisdiction
of incorporation)
  
(I.R.S. Employer
Identification No.)
 
 
7979 Ivanhoe Avenue, Suite 500
La Jolla, California 92037
(Address of principal executive offices, including zip code)
 
 
(619) 567-5290
(Registrant’s telephone number, including area code)
 
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 (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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
Common Stock, par value $0.0001 per share
PLMR
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging Growth Company ☐
 
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 Selection 13(a) of the Exchange Act. ☐
 
 
 
 
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On February 28, 2024, the Board of Directors (the "Board") of Palomar Holdings, Inc. (the "Company") appointed Thomas Bradley as a Class I director of the Company effective immediately, to serve until the Company’s 2026 Annual Meeting of Stockholders, and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Mr. Bradley was appointed to serve on the Enterprise Risk Management (ERM) Committee and Audit Committee of the Board.
 
There were no arrangements or understandings between Mr. Bradley 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. Bradley and the Company required to be disclosed herein.
 
Upon appointment, Mr. Bradley was granted an initial award of 1,331 restricted stock units (“RSUs”) which will vest in full on the first anniversary of the grant date, subject to Mr. Bradley's continuous service. 
 
As a non-employee director, Mr. Bradley 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 13, 2023.
 
The Company has entered into an indemnification agreement with Mr. Bradley, 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 Statement on Form S-1 filed with the Securities and Exchange Commission on March 15, 2019.
 
 
Item 7.01. Regulation FD Disclosure.
 
A copy of the Press Release announcing the appointment of Mr. Bradley is furnished herewith as Exhibit 99.1.
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d)  Exhibits.
 
Exhibit No.
Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
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 hereunto duly authorized.
 
     
   
PALOMAR HOLDINGS, INC.
     
     
Date:
March 1, 2024
/s/ T. Christopher Uchida
   
T. Christopher Uchida
   
Chief Financial Officer
   
(Principal Financial and Accounting Officer)
 
 
 
ex_633270.htm

Exhibit 99.1

 

Palomar Holdings, Inc. Appoints Thomas Bradley to its Board of Directors

 

LA JOLLA, CA., March 1, 2024 – Palomar Holdings, Inc. (NASDAQ: PLMR) (the “Company”) today announced that Thomas Bradley has been appointed to the Company’s Board of Directors on February 28, 2024.

 

During his distinguished career spanning over 30 years, Mr. Bradley has held multiple executive and board level positions with various insurance and reinsurance companies in the public space.  Most recently, Mr. Bradley was Executive Chairman and Chief Executive Officer of Argo Group International Holdings, where he led Argo through a review of strategic alternatives which resulted in the sale to Brookfield in 2023. Mr. Bradley also served on Argo’s Board of Directors from August 2018, and as Chairman from April 2020, until November 2023. Prior to joining Argo, Mr. Bradley served as the Chief Financial Officer and Executive Vice President of Allied World Assurance Company Holdings, a global provider of insurance and reinsurance solutions, from 2012 until 2018.

 

In addition, Mr. Bradley acted as the Executive Vice President and Chief Financial Officer for two other public companies, Fair Isaac Corporation and the St. Paul Companies. He also held senior financial and operational positions at Zurich Insurance Group, including Chief Financial Officer of North America and Chief Executive Officer of the Universal Underwriters Group.  Mr. Bradley received a B.A. degree in Accounting from the University of Maryland and a Master of Business Administration with a concentration in Finance from Loyola University.

 

“I am thrilled to welcome Tom Bradley to our Board,” commented Mac Armstrong, Palomar’s Chairman and Chief Executive Officer. “Tom’s experience across the insurance and reinsurance industry will prove a great resource to Palomar, whether it be his significant experience in capital management, corporate development and strategic planning or mergers and acquisitions. He will add tremendous value to Palomar as we continue to the execution of our Palomar 2X strategy.”

 

Mr. Bradley added, “I am excited for the opportunity to join Palomar’s distinguished Board. I look forward to helping Palomar’s management team and Board act on the many opportunities that the Company has in front of it as we work together to build a premier specialty insurer and deliver value for all of our stakeholders.”

 

About Palomar Holdings, Inc.

 

Palomar Holdings, Inc. is the holding company of subsidiaries Palomar Specialty Insurance Company (“PSIC”), Palomar Specialty Reinsurance Company Bermuda Ltd. ("PSRE"), Palomar Insurance Agency, Inc. ("PIA"), Palomar Excess and Surplus Insurance Company (“PESIC”), and Palomar Underwriters Exchange Organization, Inc ("PUEO"). Palomar's consolidated results also include Laulima Reciprocal Exchange, a variable interest entity for which the Company is the primary beneficiary. Palomar is an innovative insurer serving residential and commercial clients in specialty markets including the market for earthquake insurance. Palomar’s insurance subsidiaries, PSIC, PSRE, and PESIC, have a financial strength rating of “A-” (Excellent) from A.M. Best. 

 

Follow Palomar on LinkedIn: @PLMRInsurance

 

 

Contact

 

Media Inquiries

 

Lindsay Conner

 

1-551-206-6217

 

 

 

Investor Relations

 

Jamie Lillis

 

1-203-428-3223

 

investors@plmr.com

 

Source: Palomar Holdings, Inc.