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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) June 3, 2025
 
 
US ALLIANCE CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Kansas
000-55627
26-4824142
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
1303 SW First American Pl
Topeka, Kansas 66604
(Address of principal executive offices) (Zip Code)
 
(785) 228-0200
(Registrant's telephone number, including area code)
 
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 (see General Instruction A.2. below):
 
 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
N/A
N/A
N/A
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.1b-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(s) of the Exchange Act. ☐
 
 

 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
The 2025 Annual Meeting (the “Annual Meeting”) of the stockholders of US Alliance Corporation, a Kansas corporation (the “Company”) was held on June 2, 2025 at the Company’s Topeka headquarters. Stockholders representing 3,019,839 shares of the Company's common stock, or approximately 38% of the Company's outstanding stock and representing a quorum as defined in the Company's Bylaws, were present in person or by proxy.
 
At the Annual Meeting, the Company's stockholders (1) elected the Company's five nominees for director, each to serve for a one-year term, (2) ratified the appointment of Crowe LLP as the Company's independent registered public accounting firm, (3) approved an advisory vote on 2024 executive compensation, and (4) approved an advisory vote on frequency of further say-on-pay advisory votes. Proxies submitted by the Company's stockholders further authorized Jack Brier and John Helms, as proxyholders, to vote upon any other matters coming before the Annual Meeting and any adjournment thereof, but no other matters were submitted to a vote.
 
The final voting results for each proposal submitted to a vote of the stockholders were as follows:
 
PROPOSAL 1 - ELECTION OF DIRECTORS:
 
Name
Voted For
Voted to Withhold
Jack Brier
2,909,286
94,058
William Graves
2,919,846
81,812
John Helms
2,917,800
83,858
James Poolman
2,856,980
144,678
JuliAnn Mazachek
2,922,600
79,058
 
 

 
 
PROPOSAL 2 - RATIFICATION OF CROWE LLP:
 
Voted For
Voted Against
Abstained
2,842,774
49,889
123,535
 
 

 
 
PROPOSAL 3 ADVISORY VOTE ON 2024 EXECUTIVE COMPENSATION:
 
Voted For
Voted Against
Abstained
2,609,948
158,611
207,251
 
 

 
 
PROPOSAL 4 ADVISORY VOTE ON FREQUENCY OF FURTHER SAY-ON-PAY VOTES:
 
Every Year
Every Two Years
Every Three Years
1,280,318
308,372
1,328,420
 
 

 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
US ALLIANCE CORPORATION
 
       
       
       
Date: June 3, 2025 
By:
/s/ Jack H. Brier
 
   
Jack H. Brier