false 0001072627 0001072627 2024-05-21 2024-05-21
 
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 21, 2024
 
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 20, 2024, Kingsway Financial Services, Inc. (the “Company”) held its 2024 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 10, 2024. A total of 22,757,032. shares of the Company’s common stock were represented in person or by proxy at the annual meeting, which represented approximately 80.92% 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
  
18,477,951
  
     78,837
    
4,200,244
  
Charles Frischer
  
17,515,735
  
1,041,053
    
4,200,244
  
Gregory P. Hannon
  
17,309,385
  
1,247,403
    
4,200,244
  
Terence M. Kavanagh
  
18,479,134
  
     77,654
    
4,200,244
  
Doug Levine
  
18,505,082
  
     51,706
    
4,200,244
  
Corissa B. Porcelli
  
17,473,501
  
1,083,287
    
4,200,244
  
Joseph D. Stilwell
  
17,779,285
  
   777,503
    
4,200,244
  
 
 
Proposal 2 — Ratification of the appointment Plante & Moran, PLLC to serve as the Company’s independent registered public accounting firm for 2024 was approved upon the following vote:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
  
22,741,333
  
12,055
  
3,644
  
0
  
 
 
Proposal 3 — Nonbinding advisory vote to approve named executive officer compensation was approved upon the following vote:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
  
17,709,296
  
831,274
  
16,218
  
4,200,244
  
 
 
Proposal 4 — Nonbinding advisory vote to approve he frequency of future advisory votes on the compensation of our named executive officers was approved upon the following vote:
 
1 Year
  
2 Years
  
3 years
  
Abstain
  
Broker Non-Votes
  
18,529,117
  
4,195
  
14,649
  
8,827
  
4,200,244
  
 
 
 
 
 
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.
 
             
       
KINGSWAY FINANCIAL SERVICES INC.
       
Date: May 21, 2024
      
By:
  
/s/ Kent A. Hansen
           
Kent A. Hansen
           
Chief Financial Officer
 
 
 
v3.24.1.1.u2
Document And Entity Information
May 21, 2024
Document Information [Line Items]  
Entity, Registrant Name KINGSWAY FINANCIAL SERVICES INC.
Document, Type 8-K
Document, Period End Date May 21, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-15204
Entity, Tax Identification Number 85-1792291
Entity, Address, Address Line One 10 S. Riverside Plaza, Suite 1520
Entity, Address, City or Town Chicago
Entity, Address, State or Province IL
Entity, Address, Postal Zip Code 60606
City Area Code 312
Local Phone Number 766-2138
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol KFS
Security Exchange Name NYSE
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001072627
Grafico Azioni Kingsway Financial Servi... (NYSE:KFS)
Storico
Da Nov 2024 a Dic 2024 Clicca qui per i Grafici di Kingsway Financial Servi...
Grafico Azioni Kingsway Financial Servi... (NYSE:KFS)
Storico
Da Dic 2023 a Dic 2024 Clicca qui per i Grafici di Kingsway Financial Servi...