KINGSWAY FINANCIAL SERVICES INC. (TSE:KFS) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
The Annual Meeting of Shareholders (the “Annual Meeting”) of the Company was held on May 30, 2018. The Company’s shareholders voted on the following five proposals at the Annual Meeting.
Proposal One:
The shareholders voted to elect for one-year terms John T. Fitzgerald, Gregory P. Hannon, Terence M. Kavanagh, Doug Levine, Joseph D. Stilwell and Larry G. Swets, Jr., as directors. Management received proxies for the election of directors as follows:
Director |
For |
Withheld |
Non-Vote |
John T. Fitzgerald |
14,544,191 |
43,133 |
4,836,350 |
Gregory P. Hannon |
13,631,166 |
959,158 |
4,836,350 |
Terence M. Kavanagh |
13,634,303 |
956,021 |
4,836,350 |
Doug Levine |
13,632,566 |
957,758 |
4,836,350 |
Joseph D. Stilwell |
13,617,432 |
972,892 |
4,836,350 |
Larry G. Swets, Jr. |
8,091,968 |
6,498,356 |
4,836,350 |
Proposal Two:
The Company’s shareholders ratified the appointment of BDO USA, LLP as the Company’s auditors. Management received proxies for the appointment of auditors as follows:
For |
Withheld |
18,826,921 |
599.753 |
Proposal Three:
The Company’s shareholders approved certain amendments to the Company’s 2013 Equity Incentive Plan. Management received proxies for the approval of the amendments to the Company’s 2013 Equity Incentive Plan as follows:
For |
Against |
Non-Vote |
13,748,808 (*) |
363,166 |
4,836,350 |
(*) Excludes shares held by insiders.
Proposal Four:
The Company’s shareholders approved, on a non-binding advisory basis, the overall compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2018 Annual Meeting of Shareholders (the “Say-on-Pay Vote”). Management received proxies for the approval of the Say-on-Pay Vote as follows:
For |
Against |
Abstained |
Non-Vote |
14,397,927 |
190,655 |
1,742 |
4,836,350 |
Proposal Five:
The Company’s shareholders approved, on a non-binding advisory basis, the frequency of future advisory Say-on-Pay Votes on the executive compensation of the Company’s named executive officers. Management received proxies as follows:
One Year |
% One Year |
Two Years |
% Two Years |
Three Years |
% Three Years |
Votes Abstained |
% Abstained |
Non-Vote |
12,375,578 |
84.82 |
1,573,295 |
10.78 |
640,626 |
4.39% |
0.01% |
4,836,350 |
The information in this Form 8-K provided under Item 5.07 is being furnished to, and shall not be deemed “filed” with, the U.S. Securities and Exchange Commission or incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
About KINGSWAY FINANCIAL SERVICES INC. (TSE:KFS)
Kingsway Financial Services Inc. is a holding company. The Company operates as a merchant bank primarily engaged, through its subsidiaries, in the property and casualty insurance business. The Company operates through Insurance Underwriting segment. Its Insurance Underwriting segment provides non-standard automobile insurance to individuals who do not meet the criteria for coverage by standard automobile insurers. The Insurance Underwriting segment markets automobile insurance products that provide coverage in three areas: liability, accident benefits and physical damage. The Insurance Underwriting’s products and services are marketed through over 3,700 independent agencies. The Company’s property and casualty insurance business operations are conducted through its subsidiaries, such as Mendota Insurance Company (Mendota), Mendakota Insurance Company (Mendakota), Mendakota Casualty Company (MCC), Kingsway Amigo Insurance Company (Amigo) and Kingsway Reinsurance Corporation.