Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07
Submission of Matters to a Vote of Security Holders
.
On June 10, 2026, the 2026 Annual General Meeting of Shareholders (the “Annual General Meeting” or the “Meeting”) of Kestrel Group Ltd (the “Company”), was held for holders of common shares, par value $0.01 ("Common Shares"). The Common Shares outstanding as of the Record Date were 8,479,673. There were also an additional 2,237,534 Common Shares owned by Maiden Reinsurance Ltd., a wholly-owned subsidiary of the Company, which are held as treasury shares and were entitled to vote at the Meeting. At the Meeting, the shareholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 24, 2026. Shareholders approved items 1, 2 and 4 and selected one year as the frequency for the non-binding advisory vote on executive compensation.. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s shareholders.
1. The election of the seven directors of the Company named in the accompanying Proxy Statement to serve until the 2027 Annual General Meeting of Shareholders:
Nominees Votes For Withheld Broker Non-Vote
─────────────────────────────────────────────────────────────────────────────
Terry Ledbetter 7,349,124 22,555 1,580,954
Bradford Luke Ledbetter 7,350,540 21,139 1,580,954
Joseph Brecher 7,282,561 89,118 1,580,954
Erik Cohen 7,272,268 99,411 1,580,954
Michael Hotchkiss 7,269,720 101,959 1,580,954
Steven Nigro 7,349,331 22,348 1,580,954
Jeffrey Weissmann 7,273,447 98,232 1,580,954
2. The vote on a non-binding advisory resolution to approve the compensation of our executive officers:
Votes For Votes Against Abstain Broker Non-Vote
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
6,796,163 89,746 485,770 1,580,954
3. The vote on a non-binding advisory proposal to determine the frequency (whether annual, biennial or triennial) with which shareholders of the Company shall be entitled to have an advisory vote on executive compensation:
1 year 2 years 3 years Abstain Broker Non-Vote
────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
7,315,165 489 41,569 14,456 1,580,954
In light of these voting results, the Board of Directors has determined that the Company will hold a non-binding, advisory vote on the compensation of its named executive officers on an annual basis until the next required vote by shareholders on the frequency of such advisory votes.
4. The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the 2026 fiscal year:
Votes For Votes Against Abstain Broker Non-Vote
────────────────────────────────────────────────────────────────────────────────────────────
8,950,331 779 1,523 —