0001502292false0001502292cnfr:NinePointSevenFivePercentSeniorNotesDue2028Member2024-05-222024-05-2200015022922024-05-222024-05-220001502292cnfr:CommonStockNoParValueMember2024-05-222024-05-22

 

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 22, 2024

 

Conifer Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

 

Michigan

001-37536

27-1298795

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

 

3001 West Big Beaver Road, Suite 200

Troy, MI 48084

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (248) 559-0840

 

(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, no par value

 

CNFR

 

The Nasdaq Stock Market LLC

9.75% Senior Notes due 2028

 

CNFRZ

 

The Nasdaq Stock Market LLC

 

 

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

Conifer Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the "Annual Meeting") on May 22, 2024. Matters voted upon at the Annual Meeting were: (i) election of two members of the Board of Directors for terms expiring in 2027; and (ii) ratification of the appointment of Plante & Moran, PLLC as the Company's independent registered public accounting firm for 2024. For more information about the aforementioned proposals, see Conifer's Proxy Statement dated April 26, 2024. As of the March 25, 2024 record date, there were 12,222,881 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 7,762,312, or 63.5%, of the common stock were represented in person or by proxy, constituting a quorum. The certified results of the matters voted on at the Annual Meeting are set forth below.

 

Proposal No. 1 - Election of J. Grant Smith and Jeffrey Hakala as directors each for a three-year term expiring in 2027.

Director Name

 

For

 

Withheld

 

Broker Non-Votes

J. Grant Smith

 

5,469,083

 

330,796

 

1,962,433

Jeffrey Hakala

 

5,500,636

 

299,243

 

1,962,433

 

Proposal No. 2 - Ratification of the appointment of Plante & Moran, PLLC as the Company's independent registered public accounting firm for the year ending December 31, 2024.

For

 

Against

 

Abstain

7,105,818

 

651,493

 

5,001

 

 

 

SIGNATURE

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.

 

 

Conifer Holdings Inc.

Date: May 29, 2024

By:

/s/ BRIAN J. RONEY

Brian J. Roney

President

 

 

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Document and Entity Information
May 22, 2024
Document Information [Line Items]  
Document Type 8-K
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Entity Registrant Name Conifer Holdings Inc.
Entity Central Index Key 0001502292
Document Period End Date May 22, 2024
Entity Emerging Growth Company false
Entity File Number 001-37536
Entity Incorporation, State or Country Code MI
Entity Tax Identification Number 27-1298795
Entity Address, Address Line One 3001 West Big Beaver Road
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Troy
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48084
City Area Code 248
Local Phone Number 559-0840
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Common Stock, No Par Value  
Document Information [Line Items]  
Title of each class Common Stock, no par value
Trading Symbol(s) CNFR
Name of each exchange on which registered NASDAQ
9.75% Senior Notes due 2028  
Document Information [Line Items]  
Title of each class 9.75% Senior Notes due 2028
Trading Symbol(s) CNFRZ
Name of each exchange on which registered NASDAQ
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