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EX-99.1 - EX-99.1 - ICC Holdings, Inc.icch-20200520xex99_1.htm

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)

 



 

 

 

 

Pennsylvania

 

1-681903

 

81-3359409

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Ident. No.)

 

 

 

 

 

225 20th Street, Rock Island, Illinois

 

61201

(Address of principal executive offices)

 

(Zip Code)

 

(309) 793-1700

Registrant’s telephone number, including area code

 

N/A

(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:

 

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:



 

 

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

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:



 

 

 

 

 

 

Name

 

Votes
For

 

Votes
Withheld

 

Broker
Non-Votes

R. Kevin Clinton

 

2,194,232

 

46,314

 

315,816

Joel K. Heriford

 

2,143,015

 

97,531

 

315,816

Daniel H. Portes

 

2,194,032

 

46,514

 

315,816

Mark J. Schwab

 

2,165,982

 

74,564

 

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:





 

 

 

 

 

 

 

Votes
For

 

Votes
Against

 

Abstentions

 

Broker
Non-Votes

 

2,553,662

 

2,700

 

0

 

0

 



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:

 



 

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.

 



 

 

 

 

 

ICC HOLDINGS, INC.

 

 

 

Dated:  May 20, 2020

 

 

 

 

 

 

By:

/s/  Arron K. Sutherland

 

 

 

 

Arron K. Sutherland

 

 

 

President, Chief Executive Officer and

Director