Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
21 Luglio 2022 - 3:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed
by a Party other than the Registrant ☒
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 |
Kingstone Companies,
Inc.
(Name of Registrant as Specified in its Charter)
Gregory Fortunoff
(Name of Person(s) Filing Proxy Statement, if Other
Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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KINGSTONE COMPANIES, INC.
15 Joys Lane
Kingston, NY 12401
July 21, 2022
SECOND OPEN LETTER TO KINGSTONE COMPANIES INC. SHAREHOLDERS FROM GREGORY
FORTUNOFF
July 21, 2022
I was hoping not to have to write this letter, but somehow, I had a
feeling that Barry Goldstein and his puppet Board would not do the right thing when it comes to the common shareholders of Kingstone Companies
Inc. The fact is that the spoils are too good for Barry, his family, and his board members. Barry has some skin in the game as he is the
largest shareholder (7.8%) while the rest of the board holds so little stock (2% in aggregate, which I would imagine are mostly shares
given to them in their overpriced board payments). According to Yahoo Finance, there has not been a purchase of stock for cash by any
Board member since 2020. Why would they do anything to upset the apple cart (or Barry) when they are doing so well with so little risk.
It is no wonder that none of the “independent” board members have stepped up and told Barry to do the right thing for his
shareholders by being more transparent or delaying the annual meeting until after the earnings report.
Since starting my letter writing campaign, I have heard from so many
shareholders that hold the exact views that I am expressing. They all feel that there is no transparency, that Barry is running the company
as if it were his own and not a public company with many shareholders. We all know that the company financial performance, and in turn
the stock performance, has been terrible and all responsible for this failure, are acting as if all is well with large pay packages and
Board payments that are not in line with the size of the company or market standards. Barry, management and the Board treat us as if we
are fools and schedule the earnings call the day after they hold the annual meeting. Shame on them.
I have publicly asked the Board to tell us what is happening with the
takeover proposal, I have asked the Board to form an independent committee to make sure all shareholders are considered in the process,
and I have asked them to delay the annual meeting so the shareholders can get more information about the financial status of our company
before they are asked to vote on the items in the proxy. I have not heard one word back either privately or publicly, and now it is time
for me and all of you to take a stand.
I am asking all shareholders that are reading this letter to vote
to “Withhold All” for the board members (item1) (they will all be elected anyway based on the company voting rules), and to
vote “Against” the Company’s executive compensation plan (item 3). Please note I am not asking for your proxy to vote
on your behalf, so please vote yourself. If in fact we all vote as I have suggested, management and the Board will get the message that
we are unhappy and that their days are numbered. If Barry and his Board do not get a deal done to sell the company, or make changes to
Barry’s role at the company and the Board makeup, they will know where they stand with us based on our voting as I have suggested.
It is too late to put forth an alternative slate of directors at this year’s shareholders meeting. However, we will use the votes
that are cast against the directors at this year’s shareholder meeting to put forth our own slate of Directors for the next annual
meeting. The new slate will include directors that are insurance savvy, diverse, and who will think of all shareholders and not one small
shareholder who believes this company is his own for him to do what he wants with no regard for the common shareholder.
Sincerely Yours,
/s/ Gregory Fortunoff
Gregory Fortunoff
Grafico Azioni Kingstone Companies (NASDAQ:KINS)
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Da Mag 2024 a Giu 2024
Grafico Azioni Kingstone Companies (NASDAQ:KINS)
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Da Giu 2023 a Giu 2024