Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On May 24, 2023, NI Holdings, Inc. (the "Company") adopted Articles of Amendment to its Articles of Incorporation (the "Articles") to (i) declassify the Board of Directors (the "Board") of the Company immediately, (ii) eliminate supermajority voting requirements, (iii) eliminate the prohibition on shareholders calling special meetings, and (iv) make other minor conforming changes relating to the foregoing (the "Articles Amendment").

The Articles Amendment was approved by the Company's shareholders at the Company's 2023 Annual Meeting of Shareholders (the "Annual Meeting"), as further described in Item 5.07 below.

The foregoing description of the Articles Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles Amendment, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein. The full text of the Articles of Incorporation, as amended by the Articles Amendment, is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Additionally, the Board amended and restated the Company's Bylaws (the "Bylaws"), which became effective as of May 24, 2023, to (i) reflect corresponding changes to the Bylaws related to the Articles Amendment, and (ii) grant shareholders the right to call special meetings, subject to certain terms and conditions (the "Amended Bylaws").

The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws. A copy of the Amended Bylaws is filed as Exhibit 3.3 to this Current Report on Form 8-K and incorporated by reference herein.

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

On May 23, 2023, the Company held its Annual Meeting. There were 21,059,895 shares of common stock represented at the Annual Meeting. The shareholders voted as follows on the following matters at the Annual Meeting as to each proposal, including the number of broker non-votes and including a separate tabulation with respect to each nominee for director:

Proposal 1: Election of Directors. The two directors were elected at the Annual Meeting for a three-year term based on the following votes:





  Director Nominee     Votes For    Votes Withheld   Broker Non-Votes
Michael J. Alexander   16,845,085     2,586,902          781,969
Jeffrey R. Missling    16,356,068     3,075,919          781,969

Proposal 2: Ratification of the appointment of Mazars USA LLP.The appointment of Mazars USA LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 was ratified based upon the following votes:





Votes For    Votes Against   Abstentions
19,769,894        511          443,551

Proposal 3: Non-binding advisory vote on executive compensation.The Company's executive compensation was approved by a non-binding advisory vote based upon the following votes:





Votes For    Votes Against   Abstentions   Broker Non-Votes
16,531,038     2,900,814         135           781,969

Proposal 4: Non-binding advisory vote on the frequency of the advisory vote on executive compensation. The Company's advisory vote on executive compensation will be held annually based upon the following votes:





 One Year    Two Years   Three Years   Abstentions   Broker Non-Votes
19,247,087      700        183,690         510           781,969

Proposal 5: Adopt an Amendment to the Company's Articles of Incorporation to declassify the Board of Directors immediately (the "Declassification Proposal"). The Declassification Proposal was approved based upon the following votes:





Votes For    Votes Against   Abstentions   Broker Non-Votes
19,415,437      16,515           35            781,969

Proposal 6: Adopt an Amendment to the Company's Articles of Incorporation to eliminate supermajority voting requirements (the "Voting Requirements Proposal"). The Voting Requirements Proposal was approved based upon the following votes:





Votes For    Votes Against   Abstentions   Broker Non-Votes
17,512,628     1,917,381        1,978          781,969

Proposal 7: Adopt an Amendment to the Company's Articles of Incorporation to eliminate the prohibition on shareholders calling special meetings (the "Special Meeting Proposal").The Special Meeting Proposal was approved based upon the following votes:





Votes For    Votes Against   Abstentions   Broker Non-Votes
19,426,453       5,509           25            781,969

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit
 Number                                  Description
  3.1        Articles of Incorporation, as amended by Articles of Amendment dated
           May 24, 2023.
  3.2        Articles of Amendment to the Articles of Incorporation, dated May 24,
           2023
  3.2        Amended and Restated Bylaws, dated May 24, 2023.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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