Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 12, 2020, Geoffrey I. Miller resigned as a member of the Board of
Directors (the "Board") of Palomar Holdings, Inc. (the "Company"). Mr. Miller's
decision to resign was not the result of any disagreement with the Company on
any matter relating to the Company's operations, policies, or practices.
On February 12, 2020, the Board appointed Martha Notaras as a Class II director
of the Company effective immediately, to serve until the Company's 2021 Annual
Meeting of Stockholders, and until her successor has been duly elected and
qualified, or until her earlier death, resignation or removal. The Board of
Directors will consider Ms. Notaras' assignment to one or more Board committees
when it next reviews committee assignments.
There were no arrangements or understandings between Ms. Notaras and any other
persons pursuant to which she was elected as a director, and there are no
related persons transactions (within the meaning of Item 404(a) of Regulation
S-K promulgated by the Securities and Exchange Commission) between Ms. Notaras
and the Company required to be disclosed herein.
Ms. Notaras was granted an initial award of 125 restricted stock units ("RSUs")
and an option to purchase 1,722 shares of the Company's common stock at an
exercise price of $58.06 per share (the "Option"). The RSUs will vest in full on
the first anniversary of the grant date and the Option will vest 50% on the
first anniversary of the grant date and in twelve (12) equal monthly instalments
thereafter, each subject to Ms. Notaras' continuous service.
The Company will enter into an indemnification agreement with Ms. Notaras for
her service as a director of the Company, consistent with the form of the
Company's indemnity agreement entered into with its other directors and filed as
an exhibit to the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on March 15, 2019.
A copy of the Press Release announcing the appointment of Ms. Notaras is filed
herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release, dated February 13, 2020
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