On September 13, 2023, the Board of Directors (the “Board”) of Kinsale Capital Group, Inc. (the “Company”) adopted amendments to the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”) in order to update the procedures and disclosure requirements for director nominations made under the Company’s existing advance notice requirements to: (i) reflect the U.S. Securities and Exchange Commission’s adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) make other technical and conforming changes. The By-Laws amendments became effective September 13, 2023.

 

Specifically, Section 2.5 of the By-Laws was amended to make compliance with the applicable provisions of the “universal proxy card” rules, as set forth in Rule 14a-19 of the Exchange Act a requirement for a stockholder’s eligibility to nominate a director candidate.

 

Additional amendments were made to the By-Laws in connection with the above and to make clarifying or conforming language changes, in addition to other technical changes.