8-K
filed May 25, 2023, 7:59 PM ET
ticker NODK
CIK 0001681206
other material
confidence high
sentiment neutral
materiality 0.50
Shareholders approve board declassification, eliminate supermajority voting at NI Holdings annual meeting
NI Holdings, Inc.
- Shareholders approved immediate declassification of the Board (19.4M for, 16.5K against) and elimination of supermajority voting requirements (17.5M for, 1.9M against).
- Shareholders approved the right to call special meetings (19.4M for, 5.5K against) and amended bylaws to reflect these changes.
- Directors Michael J. Alexander and Jeffrey R. Missling were elected with 16.8M and 16.4M votes for, respectively; each had 782K broker non-votes.
- Ratification of Mazars USA LLP as independent auditor for FY 2023 passed with 19.8M votes for.
- Non-binding say-on-pay approved (16.5M for); advisory vote on executive compensation to be held annually.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
NI Holdings, Inc.: Board amended and restated Bylaws to reflect changes related to the Articles Amendment and grant shareholders the right to call special meetings (effective 2023-05-24).
- Change
- bylaw amendment
- Effective
- 2023-05-24
Exact text from the filing
Additionally, the Board amended and restated the Company’s Bylaws (the “Bylaws”), which became effective as of May 24, 2023, to (i) reflect corresponding changes to the Bylaws related to the Articles Amendment, and (ii) grant shareholders the right to call special meetings, subject to certain terms and conditions (the “Amended Bylaws”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
NI Holdings, Inc.: Adopted Articles Amendment to declassify Board of Directors immediately, eliminate supermajority voting requirements, eliminate prohibition on shareholders calling special meetings, and make other minor conforming changes (effective 2023-05-24).
- Change
- charter amendment
- Effective
- 2023-05-24
Exact text from the filing
On May 24, 2023, NI Holdings, Inc. (the “Company”) adopted Articles of Amendment to its Articles of Incorporation (the “Articles”) to (i) declassify the Board of Directors (the “Board”) of the Company immediately, (ii) eliminate supermajority voting requirements, (iii) eliminate the prohibition on shareholders calling special meetings, and (iv) make other minor conforming changes relating to the foregoing (the “Articles Amendment”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NI Holdings, Inc. shareholders approved Non-binding advisory vote on executive compensation at the 2023-05-23 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-23
Exact text from the filing
Proposal 3: Non-binding advisory vote on executive compensation. The Company’s executive compensation was approved by a non-binding advisory vote based upon the following votes: Votes For Votes Against Abstentions Broker Non-Votes 16,531,038 2,900,814 135 781,969
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NI Holdings, Inc. shareholders approved Non-binding advisory vote on the frequency of the advisory vote on executive compensation at the 2023-05-23 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-23
Exact text from the filing
Proposal 4: Non-binding advisory vote on the frequency of the advisory vote on executive compensation. The Company’s advisory vote on executive compensation will be held annually based upon the following votes: One Year Two Years Three Years Abstentions Broker Non-Votes 19,247,087 700 183,690 510 781,969
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NI Holdings, Inc. shareholders approved Adopt an Amendment to the Company’s Articles of Incorporation to eliminate the prohibition on shareholders calling special meetings (the “Special Meeting Proposal”) at the 2023-05-23 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-23
Exact text from the filing
Proposal 7: Adopt an Amendment to the Company’s Articles of Incorporation to eliminate the prohibition on shareholders calling special meetings (the “Special Meeting Proposal”). The Special Meeting Proposal was approved based upon the following votes: Votes For Votes Against Abstentions Broker Non-Votes 19,426,453 5,509 25 781,969
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NI Holdings, Inc. shareholders approved Ratification of the appointment of Mazars USA LLP at the 2023-05-23 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-23
Exact text from the filing
Proposal 2: Ratification of the appointment of Mazars USA LLP. The appointment of Mazars USA LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 was ratified based upon the following votes: Votes For Votes Against Abstentions 19,769,894 511 443,551
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NI Holdings, Inc. shareholders approved Adopt an Amendment to the Company’s Articles of Incorporation to eliminate supermajority voting requirements (the “Voting Requirements Proposal”) at the 2023-05-23 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-23
Exact text from the filing
Proposal 6: Adopt an Amendment to the Company’s Articles of Incorporation to eliminate supermajority voting requirements (the “Voting Requirements Proposal”). The Voting Requirements Proposal was approved based upon the following votes: Votes For Votes Against Abstentions Broker Non-Votes 17,512,628 1,917,381 1,978 781,969
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NI Holdings, Inc. shareholders approved Election of Directors at the 2023-05-23 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-23
Exact text from the filing
Proposal 1: Election of Directors. The two directors were elected at the Annual Meeting for a three-year term based on the following votes: Director Nominee Votes For Votes Withheld Broker Non-Votes Michael J. Alexander 16,845,085 2,586,902 781,969 Jeffrey R. Missling 16,356,068 3,075,919 781,969
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
NI Holdings, Inc. shareholders approved Adopt an Amendment to the Company’s Articles of Incorporation to declassify the Board of Directors immediately (the “Declassification Proposal”) at the 2023-05-23 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-23
Exact text from the filing
Proposal 5: Adopt an Amendment to the Company’s Articles of Incorporation to declassify the Board of Directors immediately (the “Declassification Proposal”). The Declassification Proposal was approved based upon the following votes: Votes For Votes Against Abstentions Broker Non-Votes 19,415,437 16,515 35 781,969
View on SEC.gov
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