8-K 1 form8k-23033_nodk.htm 8-K

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.