Conifer Holdings Inc
For the period ended May 22, 2024. Filed Apr 26, 2024.
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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 VOTING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 4 |
| Nominees for Director | 4 |
| Continuing Directors | 4 |
| Staggered Board | 6 |
| Director Independence | 6 |
| Board Leadership Structure | 7 |
| Board's Role in Risk Oversight | 7 |
| Board Meetings and Committees | 7 |
| Audit Committee | 8 |
| Compensation Committee | 8 |
| Nominating and Corporate Governance Committee | 9 |
| Code of Conduct and Ethics | 10 |
| Shareholder Communication with Directors | 10 |
| Nomination to the Board of Directors | 10 |
| Director Compensation | 11 |
| PROPOSAL NO. 1 - ELECTION OF TWO DIRECTORS | 12 |
| PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 13 |
| REPORT OF THE AUDIT COMMITTEE | 16 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 17 |
| OTHER EXECUTIVE OFFICERS | 19 |
| EXECUTIVE COMPENSATION | 20 |
| Summary Compensation Table | 20 |
| Narrative Disclosure to Summary Compensation Table | 20 |
| Outstanding Equity Awards Table | 22 |
| Severance and Change in Control Benefits | 22 |
| PAY VERSUS PERFORMANCE | 25 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 28 |
| ADDITIONAL INFO | 30 |
| Shareholder Proposals to be Presented at Next Annual Meeting | 30 |
| Available Information | 30 |
| OTHER MATTERS | 31 |
PROXY STATEMENT
FOR 2024 ANNUAL MEETING OF SHAREHOLDERS
To Be Held at 10:00 a.m. Eastern Time on Wednesday, May 22, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.