American Integrity Insurance Group, Inc.

8-K · aii-20260611.htm iXBRL

0002007587 2026-06-11 2026-06-11

 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) June 11, 2026
 __________________________
 American Integrity Insurance Group, Inc.
 (Exact name of registrant as specified in its charter)
 __________________________

 Delaware

 001-42634

 33-2925846

 (State or other jurisdiction
 of incorporation)

 (Commission
 File Number)

 (IRS Employer
 Identification No.)

 3000 Bayport Drive , Suite 500
 Tampa , Florida

 33607

 (Address of principal executive offices)

 (Zip Code)

 Registrant’s telephone number, including area code: ( 813 ) 880-7000
 Not Applicable
 (Former name or former address, if changed since last report)
 __________________________
 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, $0.001 par value

 AII

 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 x
 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. o

 Item 5.07 Submission of Matters to a Vote of Security Holders.
 On June 11, 2026, American Integrity Insurance Group, Inc. (the “Company”) held its annual meeting of stockholders (the
 “Annual Meeting”). A total of 18,640,944 shares of the Company’s common stock were present in person or by means of
 remote communication or represented by proxy at the Annual Meeting. The matters submitted for a vote and the related
 results are set forth below. A more detailed description of the proposals was included in the Company’s Definitive Proxy
 Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026.
 Proposal 1: Election of the Class I director nominee, Steven Smathers, to the Company’s board of directors (the “Board”),
 to serve a full term of three years until the annual meeting of stockholders to be held in 2029 and until his successor shall
 have been duly elected and qualified or until his earlier death, resignation or removal.

 NOMINEE

 VOTES CAST FOR

 VOTES CAST
 AGAINST

 ABSTENTIONS

 BROKER NON-
 VOTES

 Steven Smathers

 11,654,530

 4,589,613

 79

 2,396,722

 Proposal 2: R atification of the appointment of Forvis Mazars, LLP as the Company’s independent registered public
 accounting firm for the fiscal year ending December 31, 2026.

 VOTES CAST FOR

 VOTES CAST
 AGAINST

 ABSTENTIONS

 18,636,869

 832

 3,243

 Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

 VOTES CAST FOR

 VOTES CAST
 AGAINST

 ABSTENTIONS

 BROKER NON-
 VOTES

 15,682,721

 333,313

 228,188

 2,396,722

 Proposal 4: Approval, on an advisory basis, of the frequency of future advisory votes on named executive officer
 compensation.

 ONE YEAR

 TWO YEARS

 THREE YEARS

 ABSTENTIONS

 BROKER NON-
 VOTES

 7,776,895

 2,245

 8,068,067

 397,015

 2,396,722

 The proposals described above were acted upon by the Company’s stockholders at the Annual Meeting and received a
 sufficient number of votes to be approved.
 Based on these results and consistent with the recommendation of the compensation committee of the Board, the Board has
 determined that the Company will conduct future advisory votes on the compensation of the Company’s named executive
 officers every three years. This policy will remain in effect until the next stockholder vote on the frequency of advisory
 votes on named executive officer compensation, which is expected to occur at the Company’s annual meeting of
 stockholders to be held in 2029.

 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.

 AMERICAN INTEGRITY INSURANCE GROUP, INC.

 Date: June 12, 2026

 By:

 /s/ Robert Ritchie

 Name:

 Robert Ritchie

 Title:

 Chief Executive Officer