Donegal Group (DGICA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 16, 2026, will be held virtually, with voting and Q&A available online for shareholders with a control number.

• Shareholders will vote on director elections, executive compensation (say-on-pay), and auditor ratification.

• Donegal Mutual holds approximately 70% of voting power, effectively determining all voting outcomes.

• 2025 revenues decreased 1.2% to $978.0 million, but net income rose to $79.3 million from $50.9 million in 2024.

• Strategic focus includes prudent revenue growth, operational efficiency, digital transformation, and superior stakeholder experiences.

Voting matters and shareholder proposals

• Shareholders will elect four Class A directors (three-year terms) and one Class C director (two-year term).

• Advisory vote on executive compensation and ratification of KPMG LLP as independent auditor for 2026.

• No shareholder proposals or nominations were submitted for the 2026 meeting.

• Advance notice by-laws require proposals/nominations 90–120 days before the anniversary of the prior proxy mailing.

Board of directors and corporate governance

• Board size increases to 11 after the 2026 meeting; majority of directors also serve on Donegal Mutual’s board.

• Controlled company status exempts from some NASDAQ governance requirements; PHCA rules apply.

• Board committees include executive, audit, nominating, compensation, coordinating, and special committees.

• Board leadership combines CEO and chairman roles; independent directors have direct access to management.