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
May 20, 2020
Date of Report (Date of earliest event reported)
ICC Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Pennsylvania |
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1-681903 |
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81-3359409 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Ident. No.) |
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225 20th Street, Rock Island, Illinois |
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61201 |
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(Address of principal executive offices) |
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(Zip Code) |
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(309) 793-1700 Registrant’s telephone number, including area code |
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N/A |
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(Former name or former address, if changed since last report.) |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading |
Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
ICCH |
The NASDAQ Stock Market LLC |
Item 5.07Submission of Matters to a Vote of Security Holders.
On May 20, 2020, ICC Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of the Company voted on the following proposals described in the Proxy Statement dated April 7, 2020.
The proposals voted on and approved or disapproved by the shareholders of the Company at the Annual Meeting were as follows:
Proposal No. 1. The Company’s shareholders elected four individuals to serve on the Board of Directors as Class III directors, as set forth below:
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Name |
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Votes |
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Votes |
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Broker |
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R. Kevin Clinton |
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2,194,232 |
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46,314 |
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315,816 |
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Joel K. Heriford |
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2,143,015 |
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97,531 |
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315,816 |
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Daniel H. Portes |
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2,194,032 |
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46,514 |
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315,816 |
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Mark J. Schwab |
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2,165,982 |
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74,564 |
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315,816 |
Proposal No. 2. The Company’s shareholders ratified the appointment of Johnson Lambert, LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2020, as set forth below:
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Votes |
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Votes |
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Abstentions |
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Broker |
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2,553,662 |
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2,700 |
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0 |
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0 |
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Item 8.01Other Events.
On May 20, 2020, the presentation attached as Exhibit 99.1 hereto was presented at the Company’s annual meeting of shareholders. The full text of the presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits:
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99.1 |
Annual Meeting of Shareholders Slide Presentation, May 20, 2020. |
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.
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ICC HOLDINGS, INC. |
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Dated: May 20, 2020 |
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By: |
/s/ Arron K. Sutherland |
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Arron K. Sutherland |
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President, Chief Executive Officer and Director |
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