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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, 2023
 
KINGSWAY FINANCIAL SERVICES INC.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Delaware
(State or Other Jurisdiction of Incorporation)
001-15204
(Commission File Number)
85-1792291
(IRS Employer Identification No.)
 
 
10 S. Riverside Plaza, Suite 1520, Chicago, IL 60606
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (312) 766-2138
 
Not Applicable
(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, par value $0.01 per share
KFS
New York Stock Exchange
 
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 5.07.
Submission of Matters to a Vote of Security Holders.
 
On May 16, 2023, Kingsway Financial Services, Inc. (the “Company”) held its 2023 annual meeting of stockholders. At the annual meeting, the Company’s stockholders considered three matters, each of which is described more fully in the proxy statement for the annual meeting, which was filed with the Securities and Exchange Commission on April 6, 2023. A total of 21,407,816 shares of the Company’s common stock were represented in person or by proxy at the annual meeting, which represented approximately 84.4% of the Company’s total outstanding shares of common stock entitled to vote at the annual meeting.
 
The vote results on the matters presented at the annual meeting are set forth below:
 
Proposal 1 — Election of Directors. All of the nominees for election to the Company’s Board of Directors were elected upon the following votes: 
 
Directors
 
For
   
Withheld
   
Broker Non-Votes
 
John T. Fitzgerald
    16,229,370       36,388       5,142,058  
Charles Frischer
    16,238,398       27,360       5,142,058  
Gregory P. Hannon
    15,591,426       674,332       5,142,058  
Terence M. Kavanagh
    16,236,353       29,405       5,142,058  
Doug Levine
    16,238,550       27,208       5,142,058  
Corissa B. Porcelli
    15,603,210       662,548       5,142,058  
Joseph D. Stilwell
    16,194,582       71,176       5,142,058  
 
Proposal 2 — Ratification of the appointment Plante & Moran, PLLC to serve as the Company’s independent registered public accounting firm for 2023 was approved upon the following vote:
 
For
   
Against
   
Abstain
   
Broker Non-Votes
 
21,303,039       11,889       92,888       0  
 
Proposal 3 — Nonbinding advisory vote to approve named executive officer compensation was approved upon the following vote:
 
For
   
Against
   
Abstain
   
Broker Non-Votes
 
16,191,606       53,735       20,417       5,142,058  
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
KINGSWAYFINANCIAL SERVICES INC.
     
Date: May 18, 2023
By:
/s/ Kent A. Hansen
   
Kent A. Hansen
   
Chief Financial Officer[
 
 
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