Kingstone Adds Board Observer
06 Marzo 2023 - 10:15PM
Business Wire
Kingstone Companies, Inc. (Nasdaq: KINS) (the “Company” or
“Kingstone”), a Northeast regional property and casualty insurance
holding company, today announced that it has entered into an
Agreement (the “Agreement”) with Gregory Fortunoff, its largest
individual shareholder, who along with his brother and other family
members owns more than 9% of the outstanding Kingstone shares.
Under the terms of the Agreement, Mr. Fortunoff will serve as an
Observer to Kingstone’s Board of Directors on an unpaid basis,
effective on March 6, 2023. In this role, Mr. Fortunoff will be
entitled to participate in all Board meetings in a non-voting
capacity and have the opportunity to provide his perspective on
relevant matters.
Tim McFadden, Director and Chair of Kingstone’s Nominating and
Corporate Governance Committee, added, “Our Board is highly engaged
and focused on best positioning Kingstone to navigate ongoing
macroeconomic challenges and the shifting competitive insurance
landscape, with the goal of delivering sustainable, long-term
growth and value creation. As we continue this important work, we
look forward to benefitting from Gregory’s perspective as an
independent shareholder.”
“Today I am happy to report that I will be joining the Board of
Kingstone Companies as an Observer,” said Mr. Fortunoff. “I was
offered a full board membership, but after speaking with my
advisors we agreed that the Observer designation would be the
fastest way for me to engage as a board member and work with
management. Prior to making the decision to accept the Board offer
from the Company, I spent time with the key members of management
and some Board members. It has become clear to me that many of the
assumptions I made, which led to my harsh criticism of the Board
and management, were off base. I now feel extremely confident that
the Board and management are fully aligned with all of the
independent shareholders in their quest to enhance the value of our
Company.”
The full Agreement, including further details on customary
standstill, voting, and other provisions, will be filed on a Form
8-K with the SEC.
About Kingstone Companies, Inc.
Kingstone is a northeast regional property and casualty
insurance holding company whose principal operating subsidiary is
Kingstone Insurance Company (“KICO”). KICO is a New York domiciled
carrier writing business through retail and wholesale agents and
brokers. KICO offers primarily personal lines insurance products in
New York, New Jersey, Rhode Island, Massachusetts, and Connecticut.
Kingstone is also licensed in Pennsylvania, New Hampshire and
Maine.
Forward-Looking Statements
Statements in this press release may contain "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements, other than statements of
historical facts, may be forward-looking statements. These
statements are based on management's current expectations and are
subject to uncertainty and changes in circumstances. These
statements involve risks and uncertainties that could cause actual
results to differ materially from those included in forward-looking
statements due to a variety of factors. For more details on factors
that could affect expectations, see Part I, Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2021 filed with
the Securities and Exchange Commission under "Factors That May
Affect Future Results and Financial Condition" and Part I, Item 2
and Part II, Item 1A of our Quarterly Report on Form 10-Q for the
period ended September 30, 2022 filed with the Securities and
Exchange Commission. These risks and uncertainties include, without
limitation, the following:
- As a property and casualty insurer, we may face significant
losses from catastrophes and severe weather events.
- Unanticipated increases in the severity or frequency of claims
may adversely affect our operating results and financial
condition.
- We are exposed to significant financial and capital markets
risk which may adversely affect our results of operations,
financial condition and liquidity, and our net investment income
can vary from period to period.
- The insurance industry is subject to extensive regulation that
may affect our operating costs and limit the growth of our
business, and changes within this regulatory environment may
adversely affect our operating costs and limit the growth of our
business.
- Changing climate conditions may adversely affect our financial
condition, profitability or cash flows.
- Because a significant portion of our revenue is currently
derived from sources located in New York, our business may be
adversely affected by conditions in such state.
- We are highly dependent on a relatively small number of
insurance brokers for a large portion of our revenues.
- Actual claims incurred may exceed current reserves established
for claims, which may adversely affect our operating results and
financial condition.
- We rely on our information technology and telecommunication
systems, and the failure of these systems could materially and
adversely affect our business.
Kingstone undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
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Arielle Rothstein / Kaitlin Kikalo Joele Frank, Wilkinson
Brimmer Katcher (212) 355-4449
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