false 0000033992 NASDAQ 0000033992 2022-08-11 2022-08-11

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): August 11, 2022
KINGSTONE COMPANIES, INC.
(Exact name of registrant as specified in its charter)

Delaware |  | 000-01665 |  | 36-2476480
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

15 Joys Lane Kingston, New York |  | 12401
(Address of principal executive offices) |  | (Zip code)

Registrant's telephone number, including area code (845) 802-7900
Not Applicable
(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 | KINS | 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 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 2.02 | Results of Operations and Financial Condition.

On August 11, 2022, Kingstone Companies, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the fiscal period ended June 30, 2022. The Press Release also announced that the Company’s Board of Directors has declared a $0.04 per share quarterly dividend payable on September 15, 2022, to stockholders of record as of the close of business on August 31, 2022. A copy of the Press Release is furnished as Exhibit 99.1 hereto.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.07 | Submission of Matters to a Vote of Security Holders.

On August 11, 2022, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The following is a listing of the votes cast for or withheld, and the number of broker non-votes, with respect to each nominee for director and a listing of the votes cast for and against, as well as abstentions and broker non-votes, with respect to the other matters voted upon at the Annual Meeting. The Company’s stockholders elected each of the nominees as a director, ratified the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, and approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

1. | Election of Board of Directors:

| Number of Shares
| For | Withheld | Broker Non-Votes
Barry B. Goldstein | 4,933,038 | 2,146,063 | 1,620,105
Meryl S. Golden | 5,232,298 | 1,846,803 | 1,620,105
Floyd R. Tupper | 4,827,048 | 2,252,053 | 1,620,105
William L. Yankus | 4,931,788 | 2,147,313 | 1,620,105
Carla A. D’Andre | 4,995,084 | 2,084,017 | 1,620,105
Timothy P. McFadden | 4,332,387 | 2,746,714 | 1,620,105

2. Ratification of the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:

For | 7,931,312
Against | 506,762
Abstentions | 261,132

3. Advisory vote on the compensation of the Company’s named executive officers:

For | 4,347,970
Against | 2,605,978
Abstentions | 125,153
Broker Non-Votes | 1,620,105

Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits.

| 99.1 | Press release, dated August 11, 2022, issued by Kingstone Companies, Inc.

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 11, 2022 | By: | /s/ Barry B. Goldstein |
|  | Barry B. Goldstein |
|  | President and CEO |