8-K 1 kins_8k.htm CURRENT REPORT Blueprint
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report: August 7, 2019
(Date of earliest event reported)
 
KINGSTONE COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
0-1665
 
36-2476480
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(IRS Employer Identification
Number)
 
15 Joys Lane, Kingston, NY
 
12401
(Address of Principal Executive Offices)
 
(Zip Code)
 
  Registrant’s telephone number, including area code: (845) 802-7900
 
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, $0.01 par value per share
KINS
Nasdaq Global Select Market
 
 
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.
 
Kingstone Companies, Inc. (the “Company”) held its Annual Meeting of Stockholders on August 7, 2019 (the “2019 Annual Meeting”). The following is a summary of the matters voted on at the 2019 Annual Meeting.
 
Proposal 1 – Election of Directors
 
The stockholders elected the Company’s directors with terms expiring in 2020, as follows:
 
Name
 
For
 
Withheld
 
Broker Non-Votes
 
Barry B. Goldstein
 
5,910,328
 
316,422
 
2,857,128
 
Jay M. Haft
 
5,893,229
 
333,521
 
2,857,128
 
Floyd R. Tupper
 
5,613,402
 
613,348
 
2,857,128
 
William L. Yankus
 
6,108,778
 
117,972
 
2,857,128
 
Carla A. D’Andre
 
6,096,233
 
130,517
 
2,857,128
 
Timothy P. McFadden
 
4,701,683
 
1,525,067
 
2,857,128
 
 
Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm
 
The stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, as follows: 
 
For
 
Against
 
Abstain
8,953,474
 
112,601
 
17,803
 
Proposal 3 – Advisory Vote on the Compensation of the Company’s Named Executive Officers
 
The stockholders approved, on an advisory basis, the compensation of the Companys named executive officers as set forth in the Company’s proxy statement for the 2019 Annual Meeting, as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
5,559,731
 
72,375
 
594,644
 
2,857,128
 
Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
 
The stockholders approved, on an advisory basis, the frequency of the vote to approve the compensation of the Company’s named executive officers, as follows:
 
1 Year
 
2 Years
 
3 Years
 
Abstain
5,637,576
 
144,309
 
412,697
 
32,168
 
 
The results of the stockholder vote with respect to the frequency of the advisory vote on executive compensation were consistent with the recommendation of the Company’s Board of Directors that such vote be held every year. Accordingly, the Company will hold an annual advisory say-on-pay vote until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.
 
 
 
SIGNATURES
 
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.
 
 
KINGSTONE COMPANIES, INC.
 
 
 
 
 
Dated: August 12, 2019
By:  
/s/ Barry B. Goldstein
 
 
 
Barry B. Goldstein 
 
 
 
President & CEO