Form 8-K - Current report

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 21, 2024

NI Holdings, Inc.

(Exact name of registrant as specified in its charter)

North Dakota		001-37973		81-2683619
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1101 First Avenue North
Fargo, North Dakota

(Address of principal executive offices)

58102

(Zip code)

(701) 298-4200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	NODK	Nasdaq Capital Market

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):

¨	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 21, 2024, NI Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). There were 19,708,579 shares of common stock represented at the Annual Meeting. The shareholders voted as follows on the following matters at the Annual Meeting as to each proposal, including the number of broker non-votes and including a separate tabulation with respect to each nominee for director:

Proposal 1: Election of Directors. The eight directors were elected at the Annual Meeting for a one-year term based on the following votes:

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Eric K. Aasmundstad	16,886,911	2,211,215	610,453
Michael J. Alexander	17,535,148	1,562,978	610,453
William R. Devlin	15,937,893	3,160,233	610,453
Duaine C. Espegard	17,405,455	1,692,671	610,453
Cindy L. Launer	17,404,661	1,693,465	610,453
Stephen V. Marlow	17,409,201	1,688,925	610,453
Prakash Mathew	16,890,551	2,207,575	610,453
Jeffrey R. Missling	17,535,242	1,562,884	610,453

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, 2024 was ratified based upon the following votes:

Votes For		Votes Against		Abstentions
19,515,768		180,211		12,600

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
17,072,090		1,720,485		305,551		610,453

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.

	NI Holdings, Inc.


Date: May 23, 2024	By:	/s/ Michael J. Alexander
		Michael J. Alexander
		President and Chief Executive Officer

Cover	May 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 21, 2024
Entity File Number	001-37973
Entity Registrant Name	NI Holdings, Inc.
Entity Central Index Key	0001681206
Entity Tax Identification Number	81-2683619
Entity Incorporation, State or Country Code	ND
Entity Address, Address Line One	1101 First Avenue North
Entity Address, City or Town	Fargo
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58102
City Area Code	701
Local Phone Number	298-4200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	NODK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false