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Section 1: 8-K (8-K)

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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 16, 2019 (May 15, 2019)
 
Conifer Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
 
Michigan
 
001-37536
 
27-1298795
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)
 
550 West Merrill Street, Suite 200
Birmingham, MI 48009
(Address of Principal Executive Offices) (Zip Code)
 
Registrant's telephone number, including area code: (248) 559-0840

________________________________________________
(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:

[   ]
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 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 þ

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. þ





Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Conifer Holdings, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (the "Annual Meeting") on May 15, 2019. Matters voted upon at the Annual Meeting were: (i) election of two members of the Board of Directors for terms expiring in 2022; and (ii) ratification of the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for 2019. For more information about the aforementioned proposals, see Conifer's Proxy Statement dated April 3, 2019. As of the March 18, 2019 record date, there were 8,356,300 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 7,905,221 shares, or 94.60%, of the common stock were represented in person or by proxy, constituting a quorum. The certified results of the matters voted on at the Annual Meeting are set forth below.

Proposal No. 1 - Election of Joseph Sarafa and Richard Jamison Williams, Jr. as directors each for a three-year term expiring in 2022.
Director Name
 
For
 
Withheld
 
Broker Non-Votes
Joseph Sarafa
 
5,248,595

86.1
%
 
847,045

13.9
%
 
1,809,581

-
Richard Jamison Williams, Jr.
 
5,260,336

86.3
%
 
835,304

13.7
%
 
1,809,581

-

Proposal No. 2 - Ratification of the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019.
For
 
Against
 
Abstain
7,904,952

100.0
%
 

%
 
269

-







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.
 
Date: May 16, 2019
Conifer Holdings Inc.
 
By:  
/s/ BRIAN J. RONEY
Brian J. Roney
President


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