RYAN SPECIALTY HOLDINGS, INC.

(RYAN)
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Delayed Nyse  -  04:00 2022-08-17 pm EDT
45.51 USD   +0.26%
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RYAN SPECIALTY HOLDINGS, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

06/13/2022 | 05:11pm EDT

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 7, 2022, Ryan Specialty Holdings, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"), at which a quorum was present. At the Annual Meeting, 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 of directors (the "Board") to hold office for terms to expire upon the annual stockholders' meeting to be held in 2025 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         Withheld    Broker Non-Votes

Henry S. Bienen 1,268,301,940 29,099,700 9,253,229 William J. Devers 1,268,418,028 28,983,612 9,253,229 Michael D. O'Halleran 1,268,846,310 28,555,330 9,253,229 Timothy W. Turner 1,269,016,845 28,384,795 9,253,229

Proposal 2 - Ratification of Appointment 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, 2022 was approved based upon the following votes:


     For        Against   Abstain
1,306,544,837    86,759    23,273


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 was approved based upon the following votes:

For Against Abstain Broker Non-Votes 1,268,351,371 28,749,518 300,749 9,253,229

Proposal 4 - Advisory Vote on the Frequency of Advisory Votes on Executive Compensation

The votes for one year, two years or three years with respect to the vote, on an advisory basis, related to the frequency of advisory votes on executive compensation of the Company's named executive officers was as follows:

One Year Two Year Three Year Abstain Broker Non-Votes 1,235,216,896 61,057 61,374,216 749,469 9,253,229

Based on the voting results and the recommendation of the Company's Board of Directors, the Board has decided that the Company will continue to hold an annual advisory vote on the compensation of its named executive officers until the next required vote on the frequency of the "say-on-pay" vote. The Company is required to hold votes on frequency every six years.

Proposal 5 - Advisory Vote on the Retention of the Supermajority Standards in our Governance Documents

The proposal to approve, on an advisory basis, the retention of the supermajority standards set forth in the Company's Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws was approved based upon the following votes:

For Against Abstain Broker Non-Votes 1,247,841,652 49,468,004 91,983 9,253,229

Proposal 6 - Advisory Vote to Retain the Classified Structure of the Company's Board of Directors

The proposal to approve, on an advisory basis, the retention of the classified structure of the Company's Board was approved based upon the following votes:

     For         Against     Abstain   Broker Non-Votes
1,241,848,494   55,459,406    93,739          9,253,229



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