KINS 8-K
Kingstone Companies, Inc. (KINS)
8-K
2025-08-07
For: 2025-08-06
View Original
Added on
April 06, 2026
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): August 6, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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(Address of principal executive offices)
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(Zip code)
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Registrant's telephone number, including area code (845 ) 802-7900
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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):
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. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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(b) On August 6, 2025, Kingstone Companies, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that Carla D’Andre and Timothy McFadden have
completed their service on the Company’s Board of Directors, and Pranav Pasricha has been elected to the Board of Directors. A copy of the Press Release is furnished as Exhibit 99.1 hereto.
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Item 5.07
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Submission of Matters to a Vote of
Security Holders.
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On August 6, 2025, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The following is a listing of
the votes cast for or withheld, and the number of broker non-votes, with respect to each nominee for director and a listing of the votes cast for and against, as well as abstentions and broker non-votes, with respect to the other matters voted upon
at the Annual Meeting. The Company’s stockholders elected each of the nominees as a director, ratified the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025,
approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers and indicated, on a non-binding advisory basis, that future advisory votes on
the Company’s executive compensation should be held every year.
1. Election of Board of Directors:
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Number of Shares
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For
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Withheld
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Broker Non-Votes
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Meryl S. Golden
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5,820,888
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41,443
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4,166,902
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Thomas Newgarden
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5,743,623
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118,708
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4,166,902
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Floyd R. Tupper
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5,493,495
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368,836
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4,166,902
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William L. Yankus
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5,608,958
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253,373
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4,166,902
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Manmohan Singh
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5,728,865
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133,466
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4,166,902
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Pranav Pasricha
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5,810,077
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52,254
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4,166,902
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2. Ratification of the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
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For
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9,997,477
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Against
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24,421
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Abstentions
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7,335
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3. Advisory vote on the compensation of the Company’s named executive officers:
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For
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5,517,003
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Against
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324,524
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Abstentions
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20,804
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Broker Non-Votes
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4,166,902
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4. Advisory basis, whether future advisory votes on the Company’s executive compensation should be
held every one, two or three years:
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3 Years
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884,582
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2 Years
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23,781
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1 Year
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4,940,857
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Abstentions
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13,111
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The Press Release also announced the actions taken by the stockholders at the Annual Meeting.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Number
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Description
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99.1
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Press release, dated August 6, 2025, issued by Kingstone Companies, Inc.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
| KINGSTONE COMPANIES, INC. |
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Dated: August 7, 2025
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By:
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/s/ Meryl Golden |
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| Meryl Golden |
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| Chief Executive Officer and President |
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Exhibit 99.1
