Item 2.02 Results of Operations and Financial Condition.
On August 12, 2021, Kingstone Companies, Inc. (the "Company") issued a press
release (the "Press Release") announcing its financial results for the fiscal
period ended June 30, 2021. 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 5.02
Departure of
Directors or
Certain
O?cers;
Election of
Directors;
Appointment
of Certain
O?cers;
Compensatory
Arrangements
of Certain
O?cers.
(e) On August 10, 2021, the Company held its Annual Meeting of Stockholders (the
"Annual Meeting"). As indicated in Item 5.07 below, at the Annual Meeting, the
stockholders approved the Company's Employee Stock Purchase Plan (the "Plan").
The purpose of the Plan is to provide eligible employees of the Company with an
opportunity to purchase common stock of the Company through payroll deductions.
The maximum aggregate number of shares of the Company's common stock that may be
purchased under the Plan is 750,000 shares, subject to adjustment as provided
for in the Plan.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 10, 2021, the Company held its 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, 2021, approved the Plan, 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 6,664,789 247,802 2,276,191
Meryl S. Golden 6,657,386 255,205 2,276,191
Floyd R. Tupper 6,558,903 353,688 2,276,191
William L. Yankus 6,655,938 256,653 2,276,191
Carla A. D'Andre 6,562,395 350,196 2,276,191
Timothy P. McFadden 6,200,805 711,786 2,276,191
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2. Ratification of the selection of Marcum LLP as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2021:
For 8,860,870
Against 324,443
Abstentions 3,469
3. Approval of the Plan:
For 6,576,289
Against 225,511
Abstentions 110,791
Broker Non-Votes 2,276,191
4. Advisory vote on the compensation of the Company's named executive officers:
For 6,149,746
Against 652,114
Abstentions 110,731
Broker Non-Votes 2,276,191
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release, dated August 12, 2021, issued by Kingstone Companies,
Inc.
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