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): November 13, 2019
| 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
(d) On November 13, 2019, the Board of Directors (the “Board”) of NI Holdings, Inc. (the “Company”) appointed Cindy L. Launer to the Board and to the Compensation, Audit, Executive, and Nominating and Governance Committees of the Board, effective immediately. There are no arrangements or understandings between Ms. Launer and any other person pursuant to which Ms. Launer was selected as a director and no related party transactions involving Ms. Launer are reportable under Item 404(a) of Regulation S-K.
As compensation for her service as director, Ms. Launer will receive standard director compensation commensurate with our non-employee directors, which compensation is described in the Company’s most recent proxy statement filed with the SEC on April 11, 2019. Ms. Launer will be a Class III director, whose term will expire at the 2022 Annual Meeting of Shareholders.
In connection with Ms. Launer’s appointment, the Company issued a press release on November 14, 2019, which is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press Release, dated November 14, 2019. |
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: November 14, 2019 | By: | /s/ Michael J. Alexander |
| Michael J. Alexander | ||
| President and Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit Number | Description |
| 99.1 | Press Release dated November 14, 2019. |
NI Holdings, Inc. Appoints New Member to Its Board of Directors
FARGO, North Dakota, November 14, 2019 – NI Holdings, Inc. (NASDAQ: NODK), an insurance holding company, today announced the appointment of Cindy L. Launer to its Board of Directors, effective immediately.
“Cindy is widely respected for her distinguished career in the insurance industry, and will bring new skills, experience, and diversity to the NI Holdings board,” said NI Holdings Chair of the Board Eric K. Aasmundstad.
“Cindy’s experience in M&A, investor relations, and financial operations will be invaluable as we continue to build a stronger organization for our customers, employees, and shareholders,” said NI Holdings President & CEO Michael J. Alexander, who is also a board member. “Her energy and versatility will be critical assets for NI Holdings in executing on our plan to deliver profitable growth and increase shareholder value in the future.”
The NI Holdings board named Ms. Launer to its Compensation, Audit, Executive, and Nominating and Governance Committees.
Ms. Launer, age 48, recently retired from American International Group (AIG). During her eleven years with AIG, she served in various executive leadership roles. These roles included FP&A, capital projects, financial communications, Chief of Staff to the CEO, and finally Chief Operating Officer of the AIG commercial insurance business.
Prior to that, Launer held progressive audit, finance, investor relations, and chief of staff roles at MetLife and Deloitte & Touche LLP.
About NI Holdings, Inc.
NI Holdings, Inc. is an insurance holding company. The company is a North Dakota business corporation that is the stock holding company of Nodak Insurance Company and became such in connection with the conversion of Nodak Mutual Insurance Company from a mutual to stock form of organization and the creation of a mutual holding company. The conversion was consummated on March 13, 2017. Immediately following the conversion, all of the outstanding shares of common stock of Nodak Insurance Company were issued to Nodak Mutual Group, Inc., which then contributed the shares to NI Holdings in exchange for 55% of the outstanding shares of common stock of NI Holdings. Nodak Insurance Company then became a wholly-owned stock subsidiary of NI Holdings.
Nodak Insurance Company owns American West Insurance Company and Primero Insurance Company. Nodak Insurance Company also manages Battle Creek Mutual Insurance Company and reinsures 100% of the risk on all insurance policies issued by Battle Creek.
NI Holdings’ financial statements are the consolidated financial results of NI Holdings, Direct Auto Insurance Company, and Nodak Insurance, including Nodak Insurance’s subsidiaries American West and Primero, and its affiliate Battle Creek.
Investor Relations Contacts:
Brian Doom
Executive Vice President and Chief Financial Officer
701-298-4200
bdoom@nodakins.com
Timothy J. Milius, CPA
Vice President, Finance
701-298-4275
tmilius@nodakins.com
Media Contact:
Beth DuFault
701-298-4282
bdufault@nodakins.com