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    Kingsway Financial Services Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/21/25 4:05:01 PM ET
    $KFS
    Property-Casualty Insurers
    Finance
    Get the next $KFS alert in real time by email
    kfs20250520_8k.htm
    false 0001072627 0001072627 2025-05-19 2025-05-19
     
    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 19, 2025
     
    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 19, 2025, Kingsway Financial Services, Inc. (the “Company”) held its 2025 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 9, 2025. A total of 18,676,739 shares of the Company’s common stock were represented in person or by proxy at the annual meeting, which represented approximately 67.82% 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
     
    13,148,738
     
    1,443,155
     
    4,084,846
     
    Gregory P. Hannon
     
    12,297,909
     
    2,293,984
     
    4,084,846
     
    Joshua S. Horowitz
     
    14,267,669
     
       324,224
     
    4,084,846
     
    Terence M. Kavanagh
     
    14,455,188
     
       136,705
     
    4,084,846
     
    Doug Levine
     
    14,496,696
     
         95,197
     
    4,084,846
     
    Adam J. Patinkin
     
    14,497,301
     
         94,592
     
    4,084,846
     
    Corissa B. Porcelli
     
    13,099,186
     
    1,492,707
     
    4,084,846
     
    Joseph D. Stilwell
     
    13,637,325
     
       954,568
     
    4,084,846
     
     
    Proposal 2 — Ratification of the appointment Plante & Moran, PLLC to serve as the Company’s independent registered public accounting firm for 2025 was approved upon the following vote:
     
    For
     
    Against
     
    Abstain
     
    Broker Non-Votes
    18,645,963
     
    26,413
     
    4,363
     
    0
     
    Proposal 3 — Nonbinding advisory vote to approve named executive officer compensation was approved upon the following vote:
     
    For
     
    Against
     
    Abstain
     
    Broker Non-Votes
    14,336,882
     
    232,635
     
    22,376
     
    4,084,846
     
     

     
     
    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 21, 2025
    By:
    /s/ Kent A. Hansen
       
    Kent A. Hansen
       
    Chief Financial Officer
     
     
     
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