UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 24, 2023, NI Holdings, Inc. (the “Company”) adopted Articles of Amendment to its Articles of Incorporation (the “Articles”) to (i) declassify the Board of Directors (the “Board”) of the Company immediately, (ii) eliminate supermajority voting requirements, (iii) eliminate the prohibition on shareholders calling special meetings, and (iv) make other minor conforming changes relating to the foregoing (the “Articles Amendment”).
The Articles Amendment was approved by the Company’s shareholders at the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”), as further described in Item 5.07 below.
The foregoing description of the Articles Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles Amendment, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein. The full text of the Articles of Incorporation, as amended by the Articles Amendment, is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Additionally, the Board amended and restated the Company’s Bylaws (the “Bylaws”), which became effective as of May 24, 2023, to (i) reflect corresponding changes to the Bylaws related to the Articles Amendment, and (ii) grant shareholders the right to call special meetings, subject to certain terms and conditions (the “Amended Bylaws”).
The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws. A copy of the Amended Bylaws is filed as Exhibit 3.3 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 23, 2023, the Company held its Annual Meeting. There were 21,059,895 shares of common stock represented at the Annual Meeting. The shareholders voted as follows on the following matters at the Annual Meeting as to each proposal, including the number of broker non-votes and including a separate tabulation with respect to each nominee for director:
Proposal 1: Election of Directors. The two directors were elected at the Annual Meeting for a three-year term based on the following votes:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Michael J. Alexander | 16,845,085 | 2,586,902 | 781,969 | |||
| Jeffrey R. Missling | 16,356,068 | 3,075,919 | 781,969 |
Proposal 2: Ratification of the appointment of Mazars USA LLP. The appointment of Mazars USA LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 was ratified based upon the following votes:
| Votes For | Votes Against | Abstentions | ||
| 19,769,894 | 511 | 443,551 |
Proposal 3: Non-binding advisory vote on executive compensation. The Company’s executive compensation was approved by a non-binding advisory vote based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 16,531,038 | 2,900,814 | 135 | 781,969 |
Proposal 4: Non-binding advisory vote on the frequency of the advisory vote on executive compensation. The Company’s advisory vote on executive compensation will be held annually based upon the following votes:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
| 19,247,087 | 700 | 183,690 | 510 | 781,969 |
Proposal 5: Adopt an Amendment to the Company’s Articles of Incorporation to declassify the Board of Directors immediately (the “Declassification Proposal”). The Declassification Proposal was approved based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 19,415,437 | 16,515 | 35 | 781,969 |
Proposal 6: Adopt an Amendment to the Company’s Articles of Incorporation to eliminate supermajority voting requirements (the “Voting Requirements Proposal”). The Voting Requirements Proposal was approved based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 17,512,628 | 1,917,381 | 1,978 | 781,969 |
Proposal 7: Adopt an Amendment to the Company’s Articles of Incorporation to eliminate the prohibition on shareholders calling special meetings (the “Special Meeting Proposal”). The Special Meeting Proposal was approved based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 19,426,453 | 5,509 | 25 | 781,969 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Articles of Incorporation, as amended by Articles of Amendment dated May 24, 2023. | |
| 3.2 | Articles of Amendment to the Articles of Incorporation, dated May 24, 2023 | |
| 3.2 | Amended and Restated Bylaws, dated May 24, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| NI Holdings, Inc. | ||
| Date: May 25, 2023 | By: | /s/ Michael J. Alexander |
| Michael J. Alexander | ||
| President and Chief Executive Officer | ||