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Conifer Holdings Inc

For the period ended May 22, 2024. Filed Apr 26, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2024 · Filed Apr 26, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under §240.14a-12

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fees paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

3001 West Big Beaver Road, Suite 200

Troy, Michigan 48084

(248) 559‑0840

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Conifer Holdings, Inc., which will be held virtually on Wednesday, May 22, 2024 at 10:00 a.m. (Eastern Time). The virtual Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/CNFR2024, where you will be able to listen to the meeting live, submit questions and vote online. We believe that a virtual shareholder meeting provides greater access to those who may want to attend, and therefore have chosen a virtual meeting over an in-person meeting.

The matters to be acted upon are as follows:

The election of J. Grant Smith and Jeffrey Hakala for a three-year term expiring in 2027, or, in each case, until each of the earlier election and qualification of such director’s successor;

The ratification of the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm; and

Any other business that is properly submitted before the Annual Meeting or any adjournments or postponements thereof.

The Record Date for the Annual Meeting was March 25, 2024. Only shareholders of record at the close of business on that date are entitled to vote at the Annual Meeting. The proxy materials were mailed only to those shareholders. Our Board of Directors unanimously recommends that you vote FOR the election of each director nominee, and FOR Proposal 2.

This proxy statement and our annual report can be accessed directly at the following Internet address: www.virtualshareholdermeeting.com/CNFR2024. You will be asked to enter the control number located on your proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to participate in the virtual Annual Meeting, we urge you to submit your vote via: telephone; Internet; or request, sign and return a proxy card.

By Order of the Board of Directors,

Nicholas Petcoff

Director & Chief Executive Officer

Troy, Michigan

Dated: April 26, 2024

TABLE OF CONTENTS

Page
INFORMATION ABOUT SOLICITATION AND VOTING1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE4
Nominees for Director4
Continuing Directors4
Staggered Board6
Director Independence6
Board Leadership Structure7
Board's Role in Risk Oversight7
Board Meetings and Committees7
Audit Committee8
Compensation Committee8
Nominating and Corporate Governance Committee9
Code of Conduct and Ethics10
Shareholder Communication with Directors10
Nomination to the Board of Directors10
Director Compensation11
PROPOSAL NO. 1 - ELECTION OF TWO DIRECTORS12
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM13
REPORT OF THE AUDIT COMMITTEE16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT17
OTHER EXECUTIVE OFFICERS19
EXECUTIVE COMPENSATION20
Summary Compensation Table20
Narrative Disclosure to Summary Compensation Table20
Outstanding Equity Awards Table22
Severance and Change in Control Benefits22
PAY VERSUS PERFORMANCE25
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS28
ADDITIONAL INFO30
Shareholder Proposals to be Presented at Next Annual Meeting30
Available Information30
OTHER MATTERS31

PROXY STATEMENT

FOR 2024 ANNUAL MEETING OF SHAREHOLDERS

To Be Held at 10:00 a.m. Eastern Time on Wednesday, May 22, 2024

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.