PRHI 8-K
Presurance Holdings, Inc. (PRHI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
At the virtual annual meeting (the “Annual Meeting”) of shareholders of Conifer Holdings, Inc. (the “Company”) on June 3, 2025, shareholders (i) elected one Class I director to the Company’s Board of Directors, to serve a three-year term until the 2028 annual meeting of shareholders, (ii) approved an amendment to the Company’s Second Amended and Restated Articles of Incorporation to change its name from Conifer Holdings, Inc. to Presurance Holdings, Inc., (iii) approved an amendment to the Company’s Second Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company’s outstanding common stock and Series B Preferred Stock at a ratio in the range of 1-for-2 to 1-for-12 to be determined by the Board of Directors of the Company, (iv) approved, pursuant to Nasdaq listing rules, the issuance of up to 4,000,000 shares of the Company’s common stock upon the exercise of existing 4,000,000 warrants to purchase common stock issued to warrantholders; (v) ratified the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, (vi) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (vii) authorized one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 2, 3, and 4. Proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 9, 2025.
Pursuant to the Company’s Second Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws, holders of Common Stock as of the close of business on April 7, 2025 (the “Record Date”) were entitled to one vote per share and holders of Series B Preferred Stock as of the Record Date were entitled to 3,000 votes per share of Series B Preferred Stock; with the aggregate voting power of all outstanding shares of the Series B Preferred Stock not exceeding 19.99% of the aggregate voting power of all voting securities, with respect to each proposal acted upon at the Meeting.
A total of 10,596,693 shares of the Company’s common stock were present at the Annual Meeting in person or by proxy, which represents approximately 86.7% of the shares of common stock outstanding as of April 7, 2025, the record date for the Annual Meeting. A total of 1,500 shares of the Company’s Series B Preferred Stock were present at the Annual Meeting in person or by proxy, which represents approximately 100.0% of the shares of Series B Preferred Stock outstanding as of the Record Date.
The results of the voting are shown below:
Proposal No. 1— The Election of Joseph D. Sarafa, as Class I director, for a three-year term expiring at the 2028 Annual Meeting of Shareholders
Common Stock |
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Class I Nominee |
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Votes For |
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Votes Withheld |
Joseph D. Sarafa |
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5,137,407 |
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4,115,567 |
Series B Preferred Stock |
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Class I Nominee |
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Votes For |
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Votes Withheld |
Joseph D. Sarafa |
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2,443,353 |
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0 |
Proposal No. 2— Approval of an amendment to the Company’s Second Amended and Restated Articles of Incorporation to change its name from Conifer Holdings, Inc. to Presurance Holdings, Inc.
Common Stock |
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Votes For |
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Votes Against |
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Votes Abstain |
9,028,875 |
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1,566,017 |
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1,801 |
Series B Preferred Stock |
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Votes For |
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Votes Against |
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Votes Abstain |
2,443,353 |
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0 |
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0 |
Proposal No. 3—Approval of an amendment to the Company’s Second Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company’s outstanding common stock and Series B Preferred Stock at a ratio in the range of 1-for-2 to 1-for-12 to be determined by the Board of Directors of the Company
Common Stock |
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Votes For |
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Votes Against |
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Votes Abstain |
6,352,702 |
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4,243,970 |
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21 |
Series B Preferred Stock |
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Votes For |
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Votes Against |
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Votes Abstain |
2,443,353 |
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0 |
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0 |
Proposal No. 4—Approval of, pursuant to Nasdaq listing rules, the issuance of up to 4,000,000 shares of the Company’s common stock upon the exercise of existing 4,000,000 warrants to purchase common stock issued to warrantholders
Common Stock |
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Votes For |
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Votes Against |
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Votes Abstain |
5,091,162 |
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4,161,812 |
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0 |
Series B Preferred Stock |
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Votes For |
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Votes Against |
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Votes Abstain |
2,443,353 |
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0 |
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0 |
Proposal No. 5—Ratification of Appointment of Independent Registered Public Accounting Firm
Common Stock |
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Votes For |
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Votes Against |
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Votes Abstain |
9,454,361 |
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1,138,736 |
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3,596 |
Series B Preferred Stock |
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Votes For |
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Votes Against |
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Votes Abstain |
2,443,353 |
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0 |
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0 |
Proposal No. 6— Approval of, on an advisory basis, the compensation of the Company’s named executive officers
Common Stock |
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Votes For |
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Votes Against |
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Votes Abstain |
5,089,796 |
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4,161,064 |
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2,114 |
Series B Preferred Stock |
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Votes For |
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Votes Against |
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Votes Abstain |
2,443,353 |
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0 |
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0 |
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.
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Conifer Holdings Inc. |
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Date: June 4, 2025 |
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By: |
/s/ BRIAN J. RONEY |
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Brian J. Roney |
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President |