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Get filing alertsPalomar appoints Scott Beiser to Board, stockholders approve annual meeting proposals
Filed May 26, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
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Scott Beiser appointed as Class I director effective May 21, 2026, to serve until 2029 annual meeting. Assigned to Audit, Compensation, and Investment committees, expanding board oversight capacity.
Item 5.02 verify on EDGAR → -
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Beiser granted 869 restricted stock units vesting in one year, plus $50,000 equity award in 2027, consistent with standard non-employee director compensation structure.
Item 5.02 verify on EDGAR → -
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Stockholders elected Daryl Bradley and Thomas Bradley as Class I directors with over 96% support each, terms running through 2029 annual meeting.
Item 5.07 verify on EDGAR → -
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Say-on-pay vote passed with 93% approval (21.1M for vs 1.7M against), indicating stockholder support for executive compensation practices.
Item 5.07 verify on EDGAR → -
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Ernst & Young LLP ratified as independent auditor for 2026 with 99% support, maintaining audit continuity.
Item 5.07 verify on EDGAR →
Summary
Palomar Holdings expanded its Board of Directors with the appointment of Scott Beiser as a Class I director effective May 21, 2026. Beiser will serve on three key committees—Audit, Compensation, and Investment—strengthening the board's oversight capabilities across financial reporting, executive pay, and capital allocation.
His compensation package includes 869 RSUs and a future $50,000 equity grant, aligning with the company's existing director pay framework. The filing also reported routine annual meeting results where stockholders overwhelmingly approved management's proposals.
Both Class I director nominees received over 96% support, executive compensation garnered 93% approval in the advisory say-on-pay vote, and the auditor ratification passed with 99% backing. These strong vote margins suggest broad stockholder alignment with management and board decisions. For retail investors, the key takeaway is board expansion with no apparent governance concerns. Watch for Beiser's background details in the press release (Exhibit 99.1) to assess what expertise he brings to the insurance holding company, particularly given his assignment to the Investment Committee during a period when insurers face challenging market conditions.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Upon appointment, Mr. Beiser was granted an initial equity award, consisting of (i) an award granted in 2026 covering 869 restricted stock units (“RSUs”) and (ii) an additional award with a grant date value of $50,000 to be granted in 2027, in each case subject to Mr. Beiser’s continued service through the applicable grant date. The RSUs will vest in full on the first anniversary of the applicable grant date.
Mr. Beiser received an initial equity package including 869 RSUs granted in 2026 and a future $50,000 equity award to be granted in 2027. The RSUs vest after one year of service. This is standard non-employee director compensation aligned with the company's existing director pay structure.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual meeting vote results: directors elected, executive compensation approved, auditor ratified.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
The Company’s stockholders elected the following two Class I Directors to hold office until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified. Name | Votes For | Votes Withheld | Broker Non-Votes | Daryl Bradley | 22,017,793 | 806,927 | 1,429,109 | Thomas Bradley | 22,315,644 | 509,076 | 1,429,109
Stockholders elected Daryl Bradley and Thomas Bradley as Class I Directors to serve until the 2029 annual meeting. Both directors received strong majority support with over 22 million votes for each.
Added in current filing · verify on EDGAR →
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Votes For | Votes Against | Abstentions | 23,696,932 | 108,911 | 447,986
Stockholders ratified Ernst & Young LLP as the independent auditor for fiscal year 2026 with overwhelming support of approximately 99% (23.7 million for vs 109 thousand against). This represents continuity in the audit relationship.
Event · Item 7.01 — Regulation FD Disclosure
Palomar Holdings announced the appointment of Mr. Beiser via press release.
Added in current filing · verify on EDGAR →
A copy of the Press Release announcing the appointment of Mr. Beiser is furnished herewith as Exhibit 99.1
The company disclosed the appointment of an individual named Mr. Beiser through a press release.
Event · Item 9.01 — Financial Statements and Exhibits
Palomar Holdings filed an 8-K attaching a press release dated May 26, 2026; no material business event disclosed in the filing body.
Added in current filing · verify on EDGAR →
Press release, dated May 26, 2026.
The 8-K references an attached press release dated May 26, 2026 (Exhibit 99.1). The filing body itself contains no disclosure of the press release content or the underlying event being announced. Without access to Exhibit 99.1, the nature and materiality of the announcement cannot be determined from this filing.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 27, 2026 · How we verify