Hello, welcome to the Skyward Specialty Insurance Group Inc. 2026 Annual Meetings of Shareholders. Please note that this meeting is being recorded. The meeting is about to begin.
Good morning, ladies and gentlemen. Will the meeting please come to order? Thank you. I'd like to welcome you to the 2026 annual meeting of the shareholders of Skyward Group. I'm Andrew Robinson, Chairman and CEO. We're pleased to have with us here today Mark Haushill, our Chief Financial Officer, Patricia Ryan, our Chief Legal Officer and Corporate Secretary, and Taryn McHarg, our Deputy Chief Financial Officer. Also in attendance are our board of directors, our global leadership team, and representatives from Ernst & Young. I'd like to introduce Patricia Ryan, who will serve as the Inspector of Elections for today's proceedings. She will establish that the meeting has been duly called and that a quorum is present. As inspector, she has taken and signed an oath to faithfully execute these duties with strict impartiality and according to the best of her abilities.
I'd now like to call the meeting into order. Today, we will consider the three business items on the agenda. We will present each of the business items one at a time, then pause briefly for voting before we close the polls. We'll then announce the results. If you've already voted your shares and do not wish to change your vote, no further action is required. If you've not yet voted or would like to change your vote, you may do so by clicking the Vote My Shares tab at the top right of your screen. Patty, can you report whether a quorum is present for the conduct of business?
Thank you, Andrew. The board fixed March sixth, 2026, as the record date for determining the shareholders entitled to vote at this meeting. The company transfer agent, Equiniti Trust Company, has provided us with an affidavit of mailing, attesting that the materials for the meeting and instructions to access our 2026 proxy statement and the 2025 annual report were provided to all shareholders of record based on the delivery preference they selected, and a certified list of the holders of the company's common stock as of the close of business on the record date for this meeting. On the record date, there were 44,543,065 shares of our common stock outstanding.
The affidavit of mailing, proxy materials, and certified list of shareholders are directed to be filed with the records of the company.
The transfer agent has computed the number of shares represented under the official form of proxy sent or made available to shareholders. I report that the holders of 38,053,436 shares of common stock are present or represented at this meeting, which shares represent approximately 85.43% of the shares entitled to vote at this meeting, and a quorum is therefore present.
The proxies and any substitution of proxies presented to the meeting are hereby ordered to be filed with the records of the company. The necessary quorum is present with respect to each of the proposals to be acted upon by the shareholders of the company, and the meeting is properly constituted for the transaction of business. As set forth in the material sent to the shareholders of record of the company, the business to be conducted at this meeting includes the election of two directors to serve as Class I members of the Board of Directors of the company for a three-year term to expire at the 2029 annual meeting of shareholders, as presented in proposal number one of the proxy statement. To approve on a non-binding advisory basis, the compensation of our named executive officers as presented in proposal two of the proxy statement.
Three, the ratification of the appointment of Ernst & Young LLP as the company's independent auditor for the fiscal year ending December 31st, 2026, as presented in proposal number three of the proxy statement. In order to avoid any confusion, let me take a few moments to outline the format for today's meeting. Each proposal will be made and seconded. After a proposal is seconded, a vote will be taken on whether to approve the proposal. Please note that the board of directors' recommendation for each of the proposals is included in the proxy materials. The meeting will now proceed to proposal number one, the election of two Class I directors of the company. Pursuant to the company's bylaws, each elected director will hold office for a three-year term expiring at the 2029 annual meeting of shareholders, or until his or her successor is elected and qualified.
The following persons have been nominated for office as directors of the company to be elected by the shareholders of the company, Gena Ashe and Peter C. Hearn.
Is there a motion to approve the nominations?
I so move.
Is there a second?
I second the nomination.
I declare the nominations closed. The polls are now open with respect to proposal number one, the election of Gena Ashe and Peter C. Hearn. The polls are now closed with respect to the election of directors. Patty, would you please report on the final vote taken?
I would like to advise the meeting that the appointed individuals have voted in accordance with the proxies received from shareholders. A plurality of the votes of the shares of common stock represented at the meeting have been cast in favor of each of the candidates nominated. Gena Ashe is hereby elected as a director of the company, effective immediately, and Peter C. Hearn is hereby elected as a director of the company, effective August first, 2026.
Proposal number two. The meeting will now proceed with proposal number two, the approval on a non-binding advisory basis of the compensation of our named executive officers as described in the compensation discussion and analysis of our 2026 proxy statement. Patty, will you present the proposal?
The Dodd-Frank Act requires that we hold a shareholder advisory vote on executive compensation, commonly known as say on pay. This allows our shareholders to provide input on our compensation philosophy, policies, and practices for our named executive officers. The say on pay proposal is an advisory vote, which means that the results are non-binding. However, the board and the compensation committee take shareholder feedback seriously and will consider the results of this vote as we continue to refine our executive compensation practices.
Is there a motion to approve proposal two, the approval of, on a non-binding advisory basis, of the compensation of our named executive officers?
I so move.
Is there a second?
I second.
The polls are now open with respect to the approval on a non-binding advisory basis of the compensation of our named executive officers as described in the compensation discussion analysis in our 2026 proxy statement. The polls are now closed with respect to the approval on a non-binding advisory basis, the compensation of our named executive officers. Patty, would you please report on the vote taken?
I would like to advise the meeting that the appointed individuals have voted in accordance with the proxies received from shareholders. 33,368,413 votes have been cast in favor of proposal number two. 2,308,030 votes have been cast against proposal number two, and 15,465 shares abstain.
Thank you, Patty. Proposal number two is adopted. I'll now turn to proposal number three. The meeting will now proceed to proposal number three, the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December thirty-first, 2026. Patty, would you present the resolution?
The following resolution is presented for approval. Resolved that the appointment of Ernst & Young LLP as the independent registered public accounting firm for Skyward Specialty Insurance Group for 2026 is hereby ratified.
Is there a motion to approve proposal three, the appointment of Ernst & Young LLP as the independent registered public accounting firm for Skyward Specialty Insurance Group for 2026?
I so move.
Is there a second?
I second.
Polls are now open with respect to the ratification of the appointment of Ernst & Young as the company's independent auditors for 2026. The polls are now closed with respect to the ratification of the company's independent auditors. Patty, would you please report on the vote taken?
I would like to advise the meeting that the appointed individuals have voted in accordance with proxies received from shareholders. 37,739,680 votes have been cast in favor of proposal number three. 289,410 votes have been cast against, and 22,366 abstained.
Thank you, Patty. Proposal number three is adopted. There being no further business to come before the meeting and all votes have been collected, the polls are now closed. The final voting results for today's proceedings will be reported to the SEC on a Form 8-K on or about May 11th. That concludes the formal part of our meeting. The 2026 annual meeting of shareholders is hereby adjourned. Thank you to all who attended. This concludes today's program. Thank you for participating. You may now disconnect.