8-K 1 midwest34852818-8k.htm CURRENT REPORT

 

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 11, 2019

Midwest Holding Inc.
(Exact name of registrant as specified in its charter)

NEBRASKA       000-10685       20-0362426
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)

2900 South 70th Street, Suite 400
Lincoln, Nebraska 68506
(Address of principal executive offices) (Zip Code)
 
(402) 489-8266
(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))

TABLE OF CONTENTS

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.07 Submission of Matters to a Vote of Security Holders

Item 9.01 Financial Statements and Exhibits

Signatures

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

See Item 5.07 for information regarding the election of directors at the annual meeting of shareholders of Midwest Holding, Inc. (the “Company”), and the shareholders’ approval and adoption of the Midwest Holding Inc. 2019 Long-Term Incentive Plan (the “Plan”).

The Plan is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 – Submission of Matters to a Vote of Security Holders.

The Company’s annual meeting of shareholders was held on June 11, 2019, at which the Company’s shareholders voted on the proposals indicated below. Record holders of voting common stock and Series C Preferred Stock (the “Preferred Stock”) at the close of business on April 18, 2019 (the “Record Date”) were entitled to vote at the annual meeting. On the Record Date, there were 22,860,701 shares of voting common stock outstanding and entitled to vote and 1,500,000 shares of Preferred Stock entitled to vote on an “as converted” basis along with the voting common stock. The Preferred Stock was entitled to cast 72,854,474 votes thereby giving it approximately 76.2% of the total 95,715,175 votes eligible to be voted at the annual meeting.

Shareholders owning a total of 75,270,327 shares of voting common stock and Preferred Stock voting on an “as converted basis” voted at the annual meeting, representing approximately 78.6% of the shares outstanding and entitled to vote as of the Record Date. The owner of the Preferred Stock voted 100% of the Preferred Stock outstanding as of the Record Date on an “as converted” basis.

Election of Directors.

The first three proposals were the election of directors of the Company. Holders of the Company’s Voting Common Stock and Preferred Stock elected a slate of nine directors for terms expiring at the 2020 annual meeting of shareholders. The holders of the Company’s voting common stock voted on a slate of three Voting Common Directors. The holder of the Preferred Stock voted on a slate of five Class C Directors. Finally, holders of the Company’s voting common stock and the holder of the Preferred Stock voted on one additional director. The voting results were as follows:

Number of Votes
Against and Broker Non-
Number of Authority Votes /
Nominee Votes For Withheld Abstain
Proposal No. 1 – Class C Directors:
Mark A. Oliver         72,854,474                 0                    0      
Scott Morrison 72,854,474 0 0
A. Michael Salem 72,854,474 0 0
Mike Minnich 72,854,474 0 0
Sachin Goel 72,854,474 0 0
 
Proposal No. 2 – Voting Common Directors
Firman Leung 1,780,247 635,606 0
Jack Theeler 1,799,525 616,328 0
John T. Hompe 1,790,733 625,120 0
 
Proposal No. 3 – Additional Director:
Dana Stapleton 74,602,217 423,601 244,509

Proposal No. 4 – Approval of the Midwest Holding Inc. 2019 Long-Term Incentive Plan

The fourth proposal was a vote on the approval and adoption of the Plan. The votes on the proposal were:

Number of Votes Broker
Against and Non-Votes /
Number of Authority Abstain
Votes For Withheld
          74,499,306                          694,443                          76,578          

Proposal No. 5 – Advisory Vote on the Compensation of the Company’s Named Executive Officers

The fifth proposal was an advisory vote on executive compensation. The votes on the proposal were:

Number of Broker
Votes Against Non-
Number of and Authority Votes /
Votes For Withheld Abstain
          74,445,617                          736,367                          88,343          

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits .

The following exhibits are filed herewith:

Exhibit Description
No.
10.1      Midwest Holding Inc. 2019 Long-Term Incentive Plan

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, thereunto duly authorized.

Dated: June 17, 2019

MIDWEST HOLDING INC.
 
By: 

 /s/ Mark A. Oliver

Name: Mark A. Oliver
Title: President

EXHIBIT INDEX

Exhibit Description
No.  
10.1      Midwest Holding Inc. 2019 Long-Term Incentive Plan