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Section 1: 8-K (8-K)

cnfr-8k_20200824.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): August 24, 2020

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, no par value

 

CNFR

 

The Nasdaq Stock Market LLC

 

 

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 5.02. Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers.

On August 24, 2020, the Board of Directors of Conifer Holdings, Inc. (the “Company”) appointed Timothy Lamothe to the Board of Directors of the Company, effective immediately.  The Board of Directors did not elect Mr. Lamothe pursuant to any arrangements or understandings between him and the Company or any other person.  There are no material transactions between Mr. Lamothe and the Company or any other person.  

On August 25, 2020, the Company issued a press release announcing Mr. Lamothe’s appointment as a director.  A copy of the press release is attached as an exhibit hereto.  

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1       Press release dated August 25, 2020

 


 

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.

 

 

 

Conifer Holdings Inc.

 

 

 

 

Date: August 26, 2020

 

By:

/s/ BRIAN J. RONEY

 

 

 

Brian J. Roney

 

 

 

President

 

 

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Section 2: EX-99.1 (EX-99.1)

cnfr-ex991_6.htm

Exhibit 99.1

 

News Release

 

For Further Information:

Jessica Gulis, 248.559.0840

[email protected]

 

For Immediate Release

 

Conifer Holdings Appoints Reinsurance Industry Veteran

Timothy Lamothe to its Board of Directors

 

Birmingham, MI, August 25, 2020 - Conifer Holdings, Inc. (Nasdaq: CNFR) (“Conifer” or the “Company”) announced today the appointment of Timothy M. Lamothe to its Board of Directors, where he will initially serve on the Company’s Nominating and Corporate Governance Committee. Conifer’s Board of Directors remains at nine members, as the addition of Mr. Lamothe closely follows the amicable departure of Jorge Morales earlier this month.

 

Mr. Lamothe has more than 38 years’ experience in the reinsurance industry, with particular expertise in the development and implementation of marketing programs throughout the United States. Most recently (from 2001-2019), he served as Senior Vice President for Swiss Reinsurance, where he was responsible for direct marketing to over 25 states. Mr. Lamothe’s career also includes senior level marketing positions at PXRE Reinsurance Company, General Re/National Reinsurance Corporation, AIG, and Liberty Mutual Insurance Company. His expertise in engaging independent agent channels and marketing specialty insurance programs will prove invaluable as Conifer continues to expand its commercial and personal lines businesses.

 

James Petcoff, Chairman and CEO, stated, “We are very pleased to welcome Tim to Conifer’s Board of Directors.  We expect to benefit enormously from his significant experience in the reinsurance industry and his counsel in general.”

 

Conifer’s Board of Directors also confirmed two committee appointments following its last meeting:  Isolde G. O’Hanlon will join Conifer’s Compensation Committee, and R. Jamison Williams, Jr. will be the third independent Director on the Board’s Audit Committee.

 

Mr. Petcoff added, “We would also like to thank Jorge Morales for his years of service on Conifer’s Board. We wish him the best in all his future endeavors.”

 

About the Company

Conifer Holdings, Inc. is a Michigan-based insurance holding company. Through its operating subsidiaries, Conifer offers customized coverage solutions tailored to the needs of our specialty niche insureds.  Across all 50 states, Conifer utilizes a variety of distribution channels, but largely markets through independent agents. Conifer is traded on the Nasdaq Global Market (Nasdaq: CNFR), and additional information is available on the Company’s website at www.CNFRH.com.

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