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EX-99.1 - EXHIBIT 99.1 - NI Holdings, Inc.c494528_ex99-1.htm

 

 

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 22, 2018

 

 
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.)

 

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 22, 2018, NI Holdings, Inc. (the “Company”) held its 2018 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 2021 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 2018.

 

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  
  William R. Devlin    16,990,612   2,120,077   2,160,261  
  Duaine C. Espegard   17,886,606   1,224,083   2,160,261  

 

 

Proposal 2: Ratification of Appointment of Mazars USA LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2018.

 

  Votes For   Votes Against   Abstentions  
  21,253,471   14,550   2,929  

  

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

(a) On May 22, 2018, NI Holdings, Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”) and management provided an update on its operations. The presentation made to shareholders is furnished as Exhibit 99.1.

 

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

  

Item 9.01. Financial Statements and Exhibits.

 

EXHIBIT INDEX

 

   
Exhibit Number Description
99.1

Management Presentation to Shareholders at the 2018 NI Holdings, Inc. Annual Meeting of Shareholders

 

 

 

 

 

 

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, 2018 By: /s/ Michael J. Alexander
    Michael J. Alexander
    President and Chief Executive Officer