Donegal Group (DGICA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 17, 2025, will be held virtually; only stockholders with a 16-digit control number may vote or ask questions during the webcast.

• Two main items for shareholder vote: election of two Class C directors for three-year terms and ratification of KPMG LLP as independent auditor for 2025.

• Donegal Mutual holds approximately 70% of voting power and will vote in favor of both proposals, ensuring their approval.

• 2024 financial performance showed a 6.7% increase in total revenues and a significant rise in net income to $50.9 million from $4.4 million in 2023.

• Business strategies focus on prudent revenue growth, operational modernization, and superior stakeholder experiences.

Voting matters and shareholder proposals

• Only two items on the agenda: election of Barry C. Huber and S. Trezevant Moore, Jr. as Class C directors, and ratification of KPMG LLP as auditor.

• No other nominations or proposals were submitted by stockholders for the 2025 meeting.

• Advance notice by-laws govern the timing and process for future shareholder proposals and nominations.

Board of directors and corporate governance

• Board will be reduced from 11 to 10 members after the meeting.

• Board consists of three classes with staggered three-year terms; majority of directors are also directors of Donegal Mutual.

• Controlled company status under NASDAQ rules due to Donegal Mutual’s majority voting power; exempt from certain independence requirements.

• Committees include executive, audit, nominating, compensation, coordinating, and special committees, each with defined responsibilities.

• Directors are expected to attend all meetings; all attended at least 75% of meetings in 2024.