AMTRUST FINANCIAL SERVICES, INC. - Corporate Solutions

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Table of Contents AMTRUST FINANCIAL SERVICES, INC. 59 Maiden Lane, 6th Floor New York, New York 10038 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 23, 2013 March 28, 2013 Dear Shareholder: You are cordially invited to attend the 2013 Annual Meeting of Shareholders of AmTrust Financial Services, Inc. (“AmTrust,” “AmTrust Financial,” “the Company,” “our,” “us,” or “we”), which will be held on Thursday, May 23, 2013, commencing at 10:00 a.m. (Eastern time), at 59 Maiden Lane, New York, New York 10038. At the Annual Meeting, you will be asked to consider and act upon (1) the election of the seven directors named in the proxy statement, (2) the ratification of the appointment of BDO USA, LLP as our independent auditors, (3) approval of an amendment to our Amended and Restated Certificate of Incorporation to increase our authorized common stock from 100,000,000 shares to 150,000,000 shares, and (4) such other business as may properly come before the meeting or any adjournment or postponement thereof. Each of the matters to be acted upon at the meeting is more fully described in the attached proxy statement. Record holders of common stock at the close of business on March 25, 2013, the date fixed by our Board of Directors as the record date for the meeting, are entitled to notice of and to vote on any matters that properly come before the Annual Meeting and at any adjournment or postponement thereof. We are mailing a copy of our Annual Report to Shareholders, which includes a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, together with this Notice of Annual Meeting of Shareholders and proxy statement. Additional copies may be obtained by writing to AmTrust Financial Services, Inc., 59 Maiden Lane, 6th Floor, New York, New York 10038, Attention: Corporate Secretary. On behalf of the officers, directors and employees of AmTrust Financial, I would like to express our appreciation for your continued support. Sincerely, Stephen Ungar General Counsel and Secretary Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders Meeting to Be Held on May 23, 2013: The proxy statement, proxy card and annual report to security holders are available at https://www.proxydocs.com/AFSI .
Table of Contents AMTRUST FINANCIAL SERVICES, INC. TABLE OF CONTENTS Page General Information 1 Proposal 1 — Election of Directors 3 Nominees for Election as Directors 3 Corporate Governance 6 Board of Directors 6 Independence of Directors 6 Executive Sessions 6 Board Committees 6 Compensation Committee Interlocks and Insider Participation 8 Director Nomination Process 8 Oversight of Risk Management 9 Leadership Structure 9 Code of Business Conduct and Ethics 10 Shareholder Communications 10 Compensation of Directors 11 Security Ownership of Certain Beneficial Owners 12 Security Ownership of Management 13 Section 16(a) Beneficial Ownership Reporting Compliance 13 Proposal 2 — Ratification of Independent Registered Public Accounting Firm 14 Audit and Non-Audit Fees 14 Pre-approval Policies and Procedures of the Audit Committee 15 Report of the Audit Committee 16 Proposal 3 — Approval of an Amendment to our Amended and Restated Certificate of Incorporation 17 Executive Officers 19 Compensation Committee Report 20 Compensation Discussion and Analysis 21 Executive Compensation 28 Summary Compensation Table for Fiscal Year 2012 28 Grant of Plan-Based Awards for Fiscal Year 2012 29 Annual Value Realized for Awards of Restricted Stock Units and Performance Shares 30 Employment Agreements 31 2010 Omnibus Incentive Plan 34 Risk Assessment of Compensation Policies and Procedures 35 Outstanding Equity Awards at Fiscal Year-End 36 Option Exercises and Stock Vested 37 Potential Payments Upon Termination or Change-in-Control 38 Certain Relationships and Related Transactions 40 Additional Matters 46 Shareholders’ Proposals for the 2014 Annual Meeting 46 Annual Report and Financial Statements 47 Householding of Annual Meeting Materials 47 Other Business 47 Appendix A — Amendment to Amended and Restated Certificate of Incorporation A-1 i
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Page 3: Table of Contents NOTICE OF ANNUAL
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Page 9 and 10: Table of Contents Abraham Gulkowitz
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Page 13 and 14: Table of Contents Our Compensation
Page 15 and 16: Table of Contents Code of Business
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Page 21 and 22: Table of Contents REPORT OF THE AUD
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Page 25 and 26: Table of Contents Harry C. Schlacht
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Page 42 and 43: Table of Contents Outstanding Equit
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Table of Contents APPENDIX A The te
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Table of Contents 1. Election of Di
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