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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): April 28, 2026
____________________
RYAN SPECIALTY HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
____________________
Delaware
001-40645
86-2526344
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
155 North Wacker Drive, Suite 4000
Chicago, Illinois
60606
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 312 784-6001
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
Class A Common Stock, $0.001 par value
RYAN
The 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 o
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.
At the Annual Meeting, at which a quorum was present, the stockholders of the Company voted on the following
proposals:
Proposal 1 - Election of Directors
The following nominees were elected to the Company’s Board to hold office for terms to expire upon the annual meeting
of stockholders to be held in 2027 or until their successors are elected and qualified, or until their earlier death, resignation
or removal. The votes cast at the Annual Meeting were as follows:
Nominee
For
Against
Withheld
Broker Non-Votes
David P. Bolger
1,232,310,715
2,909,359
37,088
10,447,967
Michael G. Bungert
1,233,258,456
1,966,467
32,239
10,447,967
Francesca Cornelli
1,235,108,258
116,679
32,225
10,447,967
Nicholas D. Cortezi
1,234,285,196
938,418
33,548
10,447,967
Anthony J. Kuczinski
1,227,080,598
8,144,322
32,242
0
10,447,967
Proposal 2 - Ratification of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2026 has been approved. The votes cast at the Annual Meeting
were as follows:
For
Against
Abstain
1,245,571,118
106,222
27,789
Proposal 3 - Advisory Vote on Executive Compensation
The proposal to approve, on an advisory basis, the compensation paid to the Company’s named executive officers has been
approved. The votes cast at the Annual Meeting were as follows:
For
Against
Abstain
Broker Non-Votes
1,235,002,019
202,513
52,630
10,447,967
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.
RYAN SPECIALTY HOLDINGS, INC. (Registrant)
Date:
May 1, 2026
By:
/s/ Mark S. Katz
Mark S. Katz
Executive Vice President, General Counsel and Corporate
Secretary