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):  May 21, 2024

 

NI Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

North Dakota		001-37973		81-2683619
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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 ¨

 

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 21, 2024, NI Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). There were 19,708,579 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 eight directors were elected at the Annual Meeting for a one-year term based on the following votes:

 

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Eric K. Aasmundstad		16,886,911		2,211,215		610,453
Michael J. Alexander		17,535,148		1,562,978		610,453
William R. Devlin		15,937,893		3,160,233		610,453
Duaine C. Espegard		17,405,455		1,692,671		610,453
Cindy L. Launer		17,404,661		1,693,465		610,453
Stephen V. Marlow		17,409,201		1,688,925		610,453
Prakash Mathew		16,890,551		2,207,575		610,453
Jeffrey R. Missling		17,535,242		1,562,884		610,453

 

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, 2024 was ratified based upon the following votes:

 

Votes For		Votes Against		Abstentions
19,515,768		180,211		12,600

 

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
17,072,090		1,720,485		305,551		610,453

 

 

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 23, 2024	By:	/s/ Michael J. Alexander
		Michael J. Alexander
		President and Chief Executive Officer