Form 8-K - Current report

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): October 1, 2024

KINSALE CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-37848	98-0664337
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2035 Maywill Street

Suite 100

Richmond, Virginia 23230

(Address of principal executive offices, including zip code)

(804) 289-1300

(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:

☐ 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 $0.01 per share	KNSL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Section 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 October 1, 2024, the Board of Directors (the “Board”) of Kinsale Capital Group, Inc. (the “Company”) elected Mary Jane B. Fortin to the Board, effective October 1, 2024, in connection with an increase in the size of the Board from nine to ten members.

Ms. Fortin will serve until her successor is duly elected and qualified or until her death, resignation or removal, whichever is earliest to occur. Ms. Fortin will stand for re-election at the Company’s next annual meeting of stockholders to be held in 2025.

There is no arrangement or understanding between Ms. Fortin and any other persons pursuant to which they were selected as a director.

Ms. Fortin will be eligible to receive compensation for her service on the Board consistent with that provided to all non-employee directors, which is described under the caption “Board of Directors and Corporate Governance -Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2024, as adjusted by the Board from time to time.

Ms. Fortin has been appointed to serve on the Audit Committee of the Board in connection with an increase in the size of the Audit Committee of the Board from three to four members.

A copy of the press release announcing the election of Ms. Fortin to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description

99.1						Press release dated October 3, 2024
104						Cover Page Interactive Data File - the cover page XBRL tags are 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.


		Kinsale Capital Group, Inc.

Dated: October 3, 2024	By:	/s/ Bryan P. Petrucelli
		Bryan P. Petrucelli
		Executive Vice President, Chief Financial Officer and Treasurer

Kinsale Capital Group Announces New Board Member

RICHMOND, Va., October 3, 2024 - Kinsale Capital Group, Inc. (NYSE: KNSL) today announced the appointment of Mary Jane B. Fortin to its Board of Directors, effective October 1, 2024. This appointment increases Kinsale’s total board membership from nine to ten.

"We are delighted to welcome Mary Jane to Kinsale’s board. She brings extensive leadership and a deep background in the financial services industry," said Michael P. Kehoe, Chairman of the Board and Chief Executive Officer at Kinsale. “We look forward to her contributions as we continue to execute our strategy, drive profitability and deliver long-term stockholder value."

Fortin brings over 30 years of experience to Kinsale’s Board of Directors, holding executive leadership roles with some of the largest companies in the financial services industry. Fortin most recently served as President and Chief Commercial Officer of Thrivent Financial, a Fortune 500 company, where she was responsible for leading the insurance and wealth management businesses, with an emphasis on transforming its go-to-market strategy. Prior to joining Thrivent in 2020, Fortin was President of Allstate Financial, which included Allstate’s life, retirement and benefits businesses from 2015 to 2020. Earlier in her career, Fortin held leadership roles at several other financial services organizations including American International Group, Inc. (AIG) and The Hartford. Fortin began her career in public accounting with Arthur Andersen. Fortin earned a bachelor’s degree in accounting from the University of Connecticut and an MBA from the Wharton School of the University of Pennsylvania. She is also a certified public accountant.

About Kinsale Capital Group, Inc.

Kinsale Capital Group, Inc. is a specialty insurance group headquartered in Richmond, Virginia, focusing on the excess and surplus lines market.

Contact

Bryan Petrucelli

Executive Vice President, Chief Financial Officer and Treasurer

(804) 289-1272

ir@kinsalecapitalgroup.com

DEI Document	Oct. 01, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 01, 2024
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37848
Entity Tax Identification Number	98-0664337
Entity Address, Address Line One	2035 Maywill Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23230
City Area Code	804
Local Phone Number	289-1300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Registrant Name	KINSALE CAPITAL GROUP, INC.
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	KNSL
Security Exchange Name	NYSE
Entity Central Index Key	0001669162