Kingstone Companies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$KINS
Property-Casualty Insurers
Finance
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 7, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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(Address of principal executive offices)
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(Zip code)
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Registrant's telephone number, including area code (845 ) 802-7900
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 (see General Instruction A.2. below):
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. ☐
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Item 5.07
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Submission of Matters to a Vote of Security
Holders.
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On August 7, 2024, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The following is a listing of
the votes cast for or withheld, and the number of broker non-votes, with respect to each nominee for director and a listing of the votes cast for and against, as well as abstentions and broker non-votes, with respect to the other matters voted upon
at the Annual Meeting. The Company’s stockholders elected each of the nominees as a director, approved the Company’s 2024 Equity Participation Plan, ratified the selection of Marcum LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2024, and approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
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1.
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Election of Board of Directors:
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Number of Shares
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For
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Withheld
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Broker Non-Votes
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Meryl S. Golden
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4,899,170
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15,045
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3,009,853
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Barry B. Goldstein
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4,894,212
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20,003
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3,009,853
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Floyd R. Tupper
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4,795,365
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118,850
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3,009,853
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Timothy P. McFadden
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4,897,601
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16,614
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3,009,853
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William L. Yankus
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4,795,367
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118,848
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3,009,853
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Carla A. D’Andre
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4,796,934
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117,281
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3,009,853
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Manmohan Singh
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4,797,674
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116,541
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3,009,853
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Thomas Newgarden
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4,897,905
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16,310
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3,009,853
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2. Approval of the Company’s 2024 Equity Participation Plan
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For
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4,377,546
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Against
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522,682
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Abstentions
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13,987
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Broker Non-Votes
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3,009,853
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3. Ratification of the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
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For
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7,901,824
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Against
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18,377
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Abstentions
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3,867
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4. Advisory vote on the compensation of the Company’s named executive officers:
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For
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4,752,903
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Against
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147,129
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Abstentions
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14,183
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Broker Non-Votes
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3,009,853
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On August 7, 2024, the Company issued a press release (the “Annual Meeting Press Release”) announcing the actions taken by
the stockholders at the Annual Meeting. A copy of the Annual Meeting Press Release is furnished as Exhibit 99.1 hereto.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Number
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Description
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99.1
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Press release, dated August 7, 2024, issued by Kingstone Companies, Inc.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
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.
| KINGSTONE COMPANIES, INC. |
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Dated: August 8, 2024
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By:
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/s/ Jennifer L. Gravelle |
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| Jennifer L. Gravelle |
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| Chief Financial Office |
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