4 unchanged sentences
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Management’s Report on Internal Control over Financial Reporting
+Added: Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.
8 unchanged sentences
In making this assessment, management used the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting.
+Added: Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting.
Management reviewed the results of its assessment with the audit committee of our board of directors.
−Removed: Based on that assessment under the framework in Internal Control-Integrated Framework (2013), management concluded that the company’s internal control over financial reporting was effective as of December 31, 2019.
−Removed: This annual report on Form 10-K does not include an attestation report of our company’s registered public accounting
−Removed: firm regarding internal control over financial reporting as we are an Emerging Growth Company as of December 31, 2019, as defined in JOBS Act.
+Added: Based on that assessment under the framework in Internal Control-Integrated Framework (2013), management concluded that the company’s internal control over financial reporting was effective as of December 31, 2020.
+Added: Pursuant to Section 404(c) of the Sarbanes-Oxley Act, our independent registered public accounting firm has issued an attestation
+Added: report on the effectiveness of our internal control over financial reporting for the year ended December 31, 2020, which is included above.
Changes in Internal Control over Financial Reporting
14 unchanged sentences
Exhibit Description
−Removed: Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S‑1, filed with the SEC on March 15, 2019).
−Removed: Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S‑1, filed with the SEC on March 15, 2019).
−Removed: Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Amendment No.
+Added: Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on March 15, 2019).
+Added: Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on March 15, 2019).
+Added: Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Amendment No.
1 to Registration Statement on Form S-1, filed with the SEC on April 1, 2019).
−Removed: Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Amendment No.
+Added: Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Amendment No.
2 to Registration Statement on Form S-1, filed with the SEC on April 8, 2019).
−Removed: Indenture, dated as of September 6, 2018, by and among Palomar Insurance Holdings, Inc., Palomar Holdings, Inc.
−Removed: (f/k/a GC Palomar Holdings), The Bank of New York Mellon, The Bank of New York Mellon, London Branch and The Bank of New York Mellon SA/NV, Luxembourg Branch (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S‑1, filed with the SEC on March 15, 2019).
−Removed: Form of Floating Rate Senior Secured Note due 2028 (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S‑1, filed with the SEC on March 15, 2019).
−Removed: Form of Stockholders Agreement (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S‑1, filed with the SEC on March 15, 2019).
−Removed: Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S‑1, filed with the SEC on March 15, 2019).
−Removed: Description of the Registrant’s Securities
−Removed: 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S‑1, filed with the SEC on March 15, 2019).
−Removed: 2019 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S‑1, filed with the SEC on March 15, 2019).
−Removed: Employment Agreement, dated April 10, 2014, by and between the Registrant and Mac Armstrong as amended by that certain First Amendment to Employment Agreement, dated March 5, 2018, by and between the Registrant and Mac Armstrong (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S‑1, filed with the SEC on March 15, 2019).
−Removed: Employment Agreement, dated April 15, 2014, by and between the Registrant and Heath Fisher as amended by that certain First Amendment to Employment Agreement, dated March 1, 2018, by and between the Registrant and Heath Fisher (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S‑1, filed with the SEC on March 15, 2019).
−Removed: Employment Agreement, dated April 10, 2014, by and between the Registrant and Jon Christianson as amended by that certain First Amendment to Employment Agreement, dated March 5, 2018, by and between the Registrant and Jon Christianson (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S‑1, filed with the SEC on March 15, 2019).
−Removed: Exhibit Description
−Removed: Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S‑1, filed with the SEC on March 15, 2019).
+Added: Description of the Registrant’s Securities
+Added: 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on March 15, 2019).
+Added: 2019 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on March 15, 2019).
+Added: Employment Agreement, dated April 10, 2014, by and between the Registrant and Mac Armstrong as amended by that certain First Amendment to Employment Agreement, dated March 5, 2018, by and between the Registrant and Mac Armstrong (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on March 15, 2019).
+Added: Employment Agreement, dated April 15, 2014, by and between the Registrant and Heath Fisher as amended by that certain First Amendment to Employment Agreement, dated March 1, 2018, by and between the Registrant and Heath Fisher (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed with the SEC on March 15, 2019).
+Added: Employment Agreement, dated April 10, 2014, by and between the Registrant and Jon Christianson as amended by that certain First Amendment to Employment Agreement, dated March 5, 2018, by and between the Registrant and Jon Christianson (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, filed with the SEC on March 15, 2019).
+Added: Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1, filed with the SEC on March 15, 2019).
Program Administrator Agreement, dated as of February 19, 2014 (as amended by that certain First Amendment to Program Administrator Agreement, dated as of July 14, 2014, that certain Second Amendment to Program Administrator Agreement, dated as of March 21, 2016, that certain Third Amendment to Program Administrator Agreement, dated as of May 29, 2018 and that certain Second Amendment to Schedule H of the Program Administrator Agreement, dated as of August 29, 2018), by and between Palomar Specialty Insurance Company and Arrowhead General Insurance Agency, Inc.
−Removed: (incorporated by reference to Exhibit 10.7 to the Company’s Amendment No.
+Added: (incorporated by reference to Exhibit 10.7 to the Company’s Amendment No.
2 to Registration Statement on Form S-1, filed with the SEC on April 8, 2019).
−Removed: List of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S‑1, filed with the SEC on March 15, 2019).
+Added: Form of Notice of Grant of Performance Stock Units under 2019 Equity Incentive Plan
+Added: Exhibit Description
+Added: Form of Performance Stock Units Agreement under 2019 Equity Incentive Plan
+Added: List of subsidiaries of the Company
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
13 unchanged sentences
Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 28, 2020.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 9, 2021.
Palomar Holdings, Inc.
1 unchanged sentence
Mac Armstrong
−Removed: Chief Executive Officer
+Added: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
1 unchanged sentence
Mac Armstrong
−Removed: Chief Executive Officer and Director
−Removed: (Principal Executive Officer)
−Removed: February 28, 2020
−Removed: /s/ Christopher Uchida
+Added: Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
+Added: March 9, 2021
Christopher Uchida
−Removed: Chief Financial Officer and Corporate Secretary (Principal Financial and Accounting Officer)
−Removed: February 28, 2020
−Removed: /s/ James Ryan Clark
−Removed: James Ryan Clark
−Removed: Chairman of the Board
−Removed: February 28, 2020
+Added: Christopher Uchida
+Added: Chief Financial Officer (Principal Financial and Accounting Officer)
+Added: March 9, 2021
+Added: /s/ Daryl Bradley
+Added: Daryl Bradley
+Added: March 9, 2021
/s/ Robert E.
−Removed: February 28, 2020
−Removed: /s/ George L.
−Removed: February 28, 2020
+Added: March 9, 2021
/s/ Catriona M.
−Removed: February 28, 2020
+Added: March 9, 2021
/s/ Martha Notaras
Martha Notaras
−Removed: February 28, 2020
+Added: March 9, 2021
/s/ Richard H.
−Removed: February 28, 2020
+Added: March 9, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.