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): May 12, 2010

FREMONT MICHIGAN INSURACORP, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-50926

MI	421609947
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

933 East Main Street, Fremont, MI 49412

(Address of principal executive offices, including zip code)

231-924-0300

(Registrant’s telephone number, including area code)

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

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))

Item 3.03 Material Modifications to Rights of Security Holders

On May 13, 2010, the Board of Directors of Fremont Michigan InsuraCorp, Inc. (the “Company”) adopted Amendment No. 1 to its Shareholder Rights Agreement. Amendment No. 1 changes the definition of “Acquiring Person” to mean any Person (other than the Company, a wholly owned Subsidiary of the Company or an employee stock ownership or other employee benefit plan of the Company or a wholly owned Subsidiary of the Company) who is a Beneficial Owner of 9.999% or more of the outstanding shares of Common Stock. The Company had initially adopted its Shareholder Rights Agreement on November 1, 2004 with a 15% ownership threshold. A copy of the Amendment No. 1 to the Shareholder Rights Agreement is attached as Exhibit 4.4 to this Form 8-K and is filed herewith in accordance with Item 601(b)(3) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 13, 2010, the Company held its 2010 Annual Meeting of Shareholders. There were two matters acted on at that meeting:

1) Election of four Class I Directors: The Company’s shareholders elected all four nominees in an uncontested election. The following are the votes cast for, abstained/withheld and non-votes as to each director:

	For	Abstained/Withheld	Non-Votes
Michael A. DeKuiper	896,233	196,781	464,869
Monica C. Holmes	891,198	201,816	464,869
James P. Hallan	907,798	185,216	464,869
Jack A. Siebers	896,348	196,666	464,869

2) Ratification of auditors for 2010: The Company’s shareholders ratified the appointment of BDO Seidman, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2010. The following are the votes cast for, against, abstained/withheld and non-votes on this matter:

For	Against	Abstained/Withheld	Non-Votes
1,545,747	6,150	5,986	—

Item 8.01 Other Events

On May 12, 2010, the Company announced a Letter of Intent regarding a proposed strategic alliance with Northern Mutual Insurance Company, a Michigan mutual property and casualty insurer (“Northern”). A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

On May 17, 2010 Fremont Michigan InsuraCorp, Inc. issued a press release announcing that its Board of Directors declared a quarterly cash dividend of $.04 per share on the common stock of the Company payable on June 30, 2010 to the shareholders of record at the close of business on June 16, 2010. A copy of the press release is attached as Exhibit 99.2 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are furnished herewith:

Exhibit Number	Description
4.4	Amendment No. 1 to Shareholder Rights Agreement effective May 13, 2010
99.1	Press Release dated May 12, 2010 announcing the Letter of Intent
99.2	Press Release dated May 17, 2010 announcing a Quarterly Cash Dividend

The information furnished under Item 8.01 and Exhibits 99.1 and 99.2 of this Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Act, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Signature(s)

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.

	FREMONT MICHIGAN INSURACORP, INC.
Date: May 17, 2010	By:	/s/ Richard E. Dunning
		Richard E. Dunning
		President and CEO

EX-4.4

Exhibit 4.4

AMENDMENT NO. 1

TO

SHAREHOLDER RIGHTS AGREEMENT

THIS AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT (the “Amendment”) is entered into effective as of May 13, 2010 by and between FREMONT MICHIGAN INSURACORP, INC., a Michigan corporation (the “Company”), and REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent hereunder;

Witnesseth:

WHEREAS, the Company and the Rights Agent are parties to that certain Shareholder Rights Agreement dated November 1, 2004 (the “Rights Agreement”);

WHEREAS, pursuant to Section 5.4 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement subject to the terms of the Rights Agreement; and

WHEREAS, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable and the Company and the Rights Agent desire to evidence such amendment in writing.

NOW THEREFORE, in consideration of these premises and mutual agreements set forth herein, the parties agree as follows:

1. Article I, Section 1.1 of the Rights Agreement is amended to define “Acquiring Person” as follows:

“Acquiring Person” shall mean any Person (other than the Company, a wholly owned Subsidiary of the Company or an employee stock ownership or other employee benefit plan of the Company or a wholly owned Subsidiary of the Company) who is a Beneficial Owner of 9.999% or more of the outstanding shares of Common Stock; provided, however, that the term “Acquiring Person” shall not include any Person who shall become the Beneficial Owner of 9.999% or more of the outstanding shares of Common Stock solely as a result of an acquisition by the Company of shares of Common Stock, until such time thereafter as such Person shall become the Beneficial Owner (other than by means of a stock dividend or stock split) of any additional shares of Common Stock. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this Agreement, has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this Agreement, then such Person shall not be deemed an “Acquiring Person” for any purposes of this Agreement. The determination of whether such a Person has become an Acquiring Person in an inadvertent manner, and the determination of whether the divestment of sufficient shares shall have been made as promptly as practicable after becoming an inadvertent Acquiring Person, shall be made by a majority vote of the Board of Directors of the Company.

2. The Rights Agreement, as supplemented and modified by this Amendment, which such Amendment shall be deemed effective as of the date first written above, as if executed on such date,

together with the other writings referred to in the Rights Agreement or delivered pursuant thereto which form a part thereof, contain the entire agreement among the parties with respect to the subject matter thereof and amend, restate and supersede all prior and contemporaneous arrangements or understandings with respect thereto.

3. Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Rights Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import, shall mean and be a reference to the Rights Agreement, as amended hereby. Except as specifically amended above, the Rights Agreement shall remain in full force and effect and is hereby ratified and confirmed.

4. This Amendment shall be governed by the laws of the State of Michigan applicable to contracts to be made and to be performed entirely within the State.

5. This Amendment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

IN WITNESS WHEREOF, the parties have duly executed this Amendment to be duly executed as an instrument under seal and attested, all as of the day and year first above written.

Attest:	FREMONT MICHIGAN INSURACORP, INC.
By:	By:	/s/ Richard E. Dunning
Name:	Name:	Richard E. Dunning
Title:	Title:	President & CEO
Attest:	REGISTRAR & TRANSFER COMPANY, AS RIGHTS AGENT
By:	By:
Name:	Name:
Title:	Title:

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Kevin Kaastra

Fremont Michigan InsuraCorp, Inc.

231-924-0300

Fremont Michigan InsuraCorp, Inc. and Northern Mutual Insurance Company Announce a Letter of Intent for a Strategic Alliance

Fremont, Michigan, May 12, 2010 – Fremont Michigan InsuraCorp, Inc. (OTC BB: FMMH), a Michigan-exclusive property and casualty insurance company, and Northern Mutual Insurance Company, a Michigan mutual insurer (“Northern”), announced a Letter of Intent regarding a proposed strategic alliance of the two insurers.

Under the terms of the Letter of Intent, Northern intends to pursue a demutualization with the goal of converting to a stock insurer. The terms of the proposed alliance are subject to Northern and Fremont entering into a mutually acceptable definitive agreement of the terms, including the consideration to be paid. In addition, the alliance is contingent upon the approval by the Commissioner of the Michigan Office of Financial and Insurance Regulation (“OFIR”) of a plan of conversion and Fremont’s acquisition of all of the stock of the converted insurer. A plan of conversion has not yet been filed with OFIR.

In 2009, Northern had net written premiums of $8.9 million and total assets of $23.7 million at December 31, 2009, both on a statutory basis. Fremont had net written premiums of $55.6 million in 2009 and total assets of $89.4 million ($105.3 million on a GAAP basis) at December 31, 2009, on a statutory basis.

As previously reported, for the first quarter ended March 31, 2010, Fremont posted revenues of $14.9 million, up 9.4% compared to same quarter in 2009, and net income more than tripled, reflecting strength in premiums and the continued loyalty of agents and policyholders.

About Fremont Michigan InsuraCorp, Inc.

Fremont Michigan InsuraCorp, Inc. is the holding company for Fremont Insurance Company. Headquartered in Fremont, Michigan, the company provides property and casualty insurance to individuals, farms and small businesses exclusively in Michigan. Fremont Michigan InsuraCorp’s common stock trades under the symbol “FMMH.”

About Northern Mutual Insurance Company

Northern Mutual Insurance Company is a mutual property and casualty insurer headquartered in Hancock, Michigan. The Company provides property and casualty insurance to individuals exclusively in Michigan.

Certain of the statements contained herein (other than statements of historical facts) are forward-looking statements. Such forward-looking statements are made pursuant to the safe

harbor provisions of the Private Securities Litigation Reform Act of 1995 and include estimates and assumptions related to economic, competitive and legislative developments. These forward-looking statements are subject to change and uncertainty that are, in many instances, beyond the company’s control and have been made based upon management’s expectations and beliefs concerning future developments and their potential effect on Fremont Michigan InsuraCorp, Inc. For a list of factors which could affect the Company’s results, see the Company’s filings with the Securities and Exchange Commission, including “Item 1A. Risk Factors,” set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009. There can be no assurance that future developments will be in accordance with management’s expectations so that the effect of future developments on the Company will be those anticipated by management.

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Contact: Kevin Kaastra

Fremont Michigan InsuraCorp, Inc.

231-924-0300

Fremont Michigan InsuraCorp, Inc. Announces Regular Quarterly Dividend

Fremont, Michigan, May 17, 2010 – Fremont Michigan InsuraCorp, Inc. (OTC BB: FMMH) today announced that its Board of Directors has declared the Company’s regular quarterly cash dividend of $0.04 per share on its common stock. The dividend will be payable on June 30, 2010 to shareholders of record on June 16, 2010.

“Our dividend represents one aspect of our commitment to maximizing shareholder value and providing a cash return to our investors,” said Richard E. Dunning, Fremont Michigan InsuraCorp’s President and CEO. “In addition to our regular quarterly dividend, we are focused on increasing our book value per share, which has grown at a 22% compound annual rate since our IPO. During that same period, our share price has grown at an even faster rate of return, which illustrates that by doing what’s right for our agents, policyholders, employees and communities, we are also doing what’s right for our shareholders.”

About Fremont Michigan InsuraCorp, Inc.

Fremont Michigan InsuraCorp, Inc. is the holding company for Fremont Insurance Company. Headquartered in Fremont, Michigan, the company provides property and casualty insurance to individuals, farms and small businesses exclusively in Michigan. Fremont Michigan InsuraCorp’s common stock trades under the symbol “FMMH.”