UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 21, 2024
KINGSWAY FINANCIAL SERVICES INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation) | 001-15204 (Commission File Number) | 85-1792291
(IRS Employer Identification No.) |
10 S. Riverside Plaza, Suite 1520, Chicago, IL 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (312) 766-2138
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | KFS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 20, 2024, Kingsway Financial Services, Inc. (the “Company”) held its 2024 annual meeting of stockholders. At the annual meeting, the Company’s stockholders considered three matters, each of which is described more fully in the proxy statement for the annual meeting, which was filed with the Securities and Exchange Commission on April 10, 2024. A total of 22,757,032. shares of the Company’s common stock were represented in person or by proxy at the annual meeting, which represented approximately 80.92% of the Company’s total outstanding shares of common stock entitled to vote at the annual meeting.
The vote results on the matters presented at the annual meeting are set forth below:
Proposal 1 — Election of Directors. All of the nominees for election to the Company’s Board of Directors were elected upon the following votes:
Directors | | For | | Withheld | | | Broker Non-Votes | |
| John T. Fitzgerald | | 18,477,951 | | 78,837 | | | 4,200,244 | |
| Charles Frischer | | 17,515,735 | | 1,041,053 | | | 4,200,244 | |
| Gregory P. Hannon | | 17,309,385 | | 1,247,403 | | | 4,200,244 | |
| Terence M. Kavanagh | | 18,479,134 | | 77,654 | | | 4,200,244 | |
| Doug Levine | | 18,505,082 | | 51,706 | | | 4,200,244 | |
| Corissa B. Porcelli | | 17,473,501 | | 1,083,287 | | | 4,200,244 | |
| Joseph D. Stilwell | | 17,779,285 | | 777,503 | | | 4,200,244 | |
Proposal 2 — Ratification of the appointment Plante & Moran, PLLC to serve as the Company’s independent registered public accounting firm for 2024 was approved upon the following vote:
For | | Against | | Abstain | | Broker Non-Votes | |
| 22,741,333 | | 12,055 | | 3,644 | | 0 | |
Proposal 3 — Nonbinding advisory vote to approve named executive officer compensation was approved upon the following vote:
For | | Against | | Abstain | | Broker Non-Votes | |
| 17,709,296 | | 831,274 | | 16,218 | | 4,200,244 | |
Proposal 4 — Nonbinding advisory vote to approve he frequency of future advisory votes on the compensation of our named executive officers was approved upon the following vote:
1 Year | | 2 Years | | 3 years | | Abstain | | Broker Non-Votes | |
| 18,529,117 | | 4,195 | | 14,649 | | 8,827 | | 4,200,244 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | | KINGSWAY FINANCIAL SERVICES INC. |
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| Date: May 21, 2024 | | | | By: | | /s/ Kent A. Hansen |
| | | | | | | Kent A. Hansen |
| | | | | | | Chief Financial Officer |
