KINGSTONE COMPANIES, INC.
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
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Sep 30, 2026 · Filed Nov 6, 2026
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Item 5. — Other Information
(a)The Company’s certificate of incorporation includes Article Twelfth which was part of the Company’s certificate of incorporation at the time of its incorporation in Delaware in 1961 and was proper at such time. Article Twelfth deals with contracts or transactions between the Company and its directors or entities affiliated with its directors.
Subsequent to the Company’s incorporation, Delaware adopted a new statute, Section 144, which deals with contracts and transactions with interested officers and directors. Section 144, as amended over time, is currently inconsistent with what is provided for in Article Twelfth.
Subsequent to the Company’s incorporation, Delaware also adopted an amendment to its statute to allow a company to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of, among others, a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or limit the liability of a director for, among other things, any breach of the director’s duty of loyalty to the corporation or its stockholders or for any transaction from which the director derived an improper personal benefit. Following the adoption of such statute amendment, the Company amended itscertificate of incorporation to adopt such provision. Article Twelfth is inconsistent with such provision to the extent iteliminates or limits the liability of a director for any breach of the director’s duty of loyalty to the Company or its stockholders or for any transaction from which the director derived an improper personal benefit.
Based on the above, the Company will be submitting to its stockholders a proposal to amend its certificate of incorporation to remove or modify Article Twelfth of its certificate of incorporation to the extent necessary to comply with Delaware law. Pending such stockholder approval, Article Twelfth will not be enforced by the Company.
(b)None.
(c)None.
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