Safety Insurance Group, Inc. filed a Form 8-K on November 3, 2026, reporting the results of a special stockholder meeting held that same day, at which holders of Common Stock voted to approve a merger agreement with MAPFRE U.S.A. Corp.

Key Highlights

  • Merger approved: Stockholders voted 11,298,703 for, 12,918 against, and 26,574 abstentions on the proposal to adopt the Agreement and Plan of Merger dated July 23, 2026.
  • Quorum achieved: 11,338,195 shares were present or represented by proxy, representing 77.23% of the 14,680,482 shares outstanding and entitled to vote as of the September 8, 2026 record date.
  • Merger structure: Under the agreement, Splash Merger Sub, Inc., a wholly owned direct subsidiary of MAPFRE U.S.A. Corp., will merge with and into Safety Insurance, with Safety surviving as a wholly owned direct subsidiary of MAPFRE.
  • Executive compensation vote: The non-binding, advisory proposal on merger-related named executive officer compensation was approved 9,240,002 for, 2,082,047 against, and 16,146 abstentions.
  • Adjournment proposal moot: Because a quorum was present and sufficient proxies existed to adopt the Merger Agreement, the adjournment proposal was rendered moot, according to the filing.
  • Closing conditions remain: Completion of the merger "remains subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals," the filing stated.

Safety Insurance Stockholders Vote on MAPFRE Merger at November 3 Special Meeting

Safety Insurance Group, Inc. (NASDAQ:SAFT), a Delaware corporation headquartered at 20 Custom House Street, Boston, Massachusetts, held a special meeting of stockholders on November 3, 2026, to vote on proposals related to its planned merger with MAPFRE U.S.A. Corp. The company disclosed the voting results in a Form 8-K filed that same day, signed by Christopher T. Whitford, Vice President, Chief Financial Officer and Secretary.

According to the filing, the record date for the special meeting was September 8, 2026, at which time 14,680,482 shares of Common Stock, par value $0.01 per share, were outstanding and entitled to vote. Of those, 11,338,195 shares were present or represented by proxy, constituting 77.23% of outstanding shares and a quorum. The primary proposal - to adopt the Agreement and Plan of Merger dated July 23, 2026, among Safety, MAPFRE U.S.A. Corp., and Splash Merger Sub, Inc. - received 11,298,703 votes in favor, 12,918 votes against, and 26,574 abstentions. Safety's board of directors had recommended a vote "FOR" each proposal, as described in the definitive proxy statement on Schedule 14A filed with the SEC on September 14, 2026.

The second proposal, a non-binding, advisory vote on compensation that may be paid to Safety's named executive officers in connection with the merger, was approved with 9,240,002 votes for, 2,082,047 against, and 16,146 abstentions. The filing noted that closing of the merger remains subject to the satisfaction of customary closing conditions, including certain regulatory approvals, and no completion date was specified in the filing.

What Was Disclosed

Safety Insurance Group disclosed the final voting results from its November 3, 2026 special stockholder meeting, confirming approval of the Agreement and Plan of Merger with MAPFRE U.S.A. Corp. and a non-binding advisory vote on related executive compensation. Regulatory approvals and other closing conditions remain pending.