Presurance Holdings, Inc.
For the period ended Jun 3, 2025. Filed May 9, 2025.
View on SEC.govAbout 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.
Jun 3, 2025 · Filed May 9, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
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 Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|
| ☐ | Fee 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 319
Troy, Michigan 48084
(248) 559‑0840
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Conifer Holdings, Inc. (the “Company”), which will be held virtually on Tuesday, June 3, 2025 at 10:00 a.m. (Eastern Time). The virtual Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/CNFR2025, 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:
| 1. | The election of Joseph D. Sarafa as a director of the Company for a three-year term expiring in 2028, or until the earlier election and qualification of his successor; |
| 2. | The approval of an amendment to the Company’s Second Amended and Restated Articles of Incorporation to change the Company’s name from Conifer Holdings, Inc. to Presurance Holdings, Inc. |
| 3. | The approval of an amendment to the Company’s Second Amended and Restated Articles of Incorporation to effect a reverse split of the Company’s outstanding common stock and Series B Preferred Stock at a ratio of 1 for 2 to 1 for 12 to be determined at the discretion of the Company’s Board of Directors, whereby each outstanding 2 to 12 shares would be combined, converted and changed into 1 share of the Company’s common stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements; |
| 4. | The approval of, pursuant to Nasdaq listing rules, the issuance of up to 4,000,000 shares of the Company’s common stock upon the exercise of existing 4,000,000 warrants to purchase common stock issued to warrantholders; |
| 5. | The ratification of the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm; |
| 6. | The approval of (on an advisory basis) the compensation of the Company’s named executive officers; and |
| 7. | 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 April 7, 2025. Only shareholders of record of common stock or Series B Preferred Stock 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. The Company’s Board of Directors unanimously recommends that you vote FOR the election of the director nominee, and FOR Proposal Nos. 2, 3, 4, 5 and 6.
This proxy statement and the Company’s annual report can be accessed directly at the following Internet address: www.virtualshareholdermeeting.com/CNFR2025. 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,
J. Grant Smith
Chairperson of the Board
Troy, Michigan
Dated: May 9, 2025
TABLE OF CONTENTS
| INFORMATION ABOUT SOLICITATION AND VOTING | 1 |
|---|---|
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 5 |
| Nominee for Director | 5 |
| Continuing Directors | 6 |
| Staggered Board | 7 |
| Director Independence | 8 |
| Board Leadership Structure | 8 |
| Board’s Role in Risk Oversight | 8 |
| Board Meetings and Committees | 9 |
| Audit Committee | 9 |
| Compensation Committee | 10 |
| Nominating and Corporate Governance Committee | 10 |
| Code of Business Conduct and Ethics | 10 |
| Shareholder Communications with Directors | 11 |
| Nomination to the Board of Directors | 11 |
| Director Compensation | 12 |
| PROPOSAL NO. 1 THE ELECTION OF ONE DIRECTOR | 13 |
| PROPOSAL NO. 2 APPROVAL OF A PROPOSED AMENDMENT TO THE COMPANY’S SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION TO CHANGE THE COMPANY’S NAME FROM CONIFER HOLDINGS, INC. TO PRESURANCE HOLDINGS, INC. | 14 |
| PROPOSAL NO. 3 APPROVAL OF A PROPOSED AMENDMENT TO THE COMPANY’S SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION TO EFFECT A REVERSE SPLIT OF THE COMPANY’S OUTSTANDING COMMON STOCK AND SERIES B PREFERRED STOCK TO ENABLE THE COMPANY TO COMPLY WITH THE NASDAQ STOCK MARKET’S CONTINUED LISTING REQUIREMENTS | 15 |
| PROPOSAL NO. 4 APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON EXERCISE OF THE WARRANTS | 21 |
| PROPOSAL NO. 5 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 24 |
| PROPOSAL NO. 6 ADVISORY VOTE TO APPROVE THE COMPANY’S NAMED EXECUTIVE OFFICERS’ COMPENSATION | 26 |
| REPORT OF THE AUDIT COMMITTEE | 27 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 28 |
| EXECUTIVE OFFICERS | 29 |
| EXECUTIVE COMPENSATION | 30 |
| Summary Compensation Table for Fiscal Year 2024 and 2023 | 30 |
| Narrative Disclosure to Summary Compensation Table | 30 |
| PAY VERSUS PERFORMANCE | 34 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 37 |
| ADDITIONAL INFORMATION | 39 |
| Shareholder Proposals to be Presented at Next Annual Meeting | 39 |
| Available Information | 39 |
| OTHER MATTERS | 40 |
PROXY STATEMENT
FOR 2025 ANNUAL MEETING OF SHAREHOLDERS
To Be Held at 10:00 a.m. Eastern Time on Tuesday, June 3, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.