8-K
NI Holdings, Inc. (NODK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): May24, 2022
NIHoldings, Inc.
(Exact name of registrant as specified in its charter)
| North Dakota | 001-37973 | 81-2683619 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission<br><br> File Number) | (IRS Employer<br><br> Identification No.) |
1101 First Avenue North
Fargo, North Dakota
| (Address of principal executive offices) |
|---|
| 58102 |
| (Zip code) |
| (701) 298-4200 |
| (Registrant’s telephone number, including area code) |
| N/A |
| (Former name or former address, if changed since last report.) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | NODK | Nasdaq Capital Market |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x
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 24, 2022, NI Holdings, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (1) elected each of the nominees listed below to the Company’s Board of Directors to serve until the 2025 Annual Meeting or until their respective successors are elected and qualified, and (2) ratified the appointment of Mazars USA LLP as the Company’s independent registered public accounting firm for fiscal year 2022.
The following is a summary of the votes cast, including the number of broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director.
Proposal 1: Election of Directors.
| Nominees | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Eric K. Aasmundstad | 16,394,570 | 3,082,619 | 835,161 |
| Cindy L. Launer | 17,042,195 | 2,434,994 | 835,161 |
| Stephen V. Marlow | 16,597,600 | 2,879,589 | 835,161 |
Proposal 2: Ratification of Appointment of Mazars USA LLP as theCompany’s Independent Registered Public Accounting Firm for Fiscal Year 2022.
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 19,590,151 | 709,304 | 12,895 |
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, 2022 | By: | /s/ Michael J. Alexander |
| Michael J. Alexander | ||
| President and Chief Executive Officer |