NI Holdings Inc
For the period ended May 20, 2025. Filed Apr 9, 2025.
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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 20, 2025 · Filed Apr 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
| 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 |
NI HOLDINGS, INC.
(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. |
April 9, 2025
Dear Shareholders:
Please join us for the NI Holdings, Inc. 2025 Annual Meeting of Shareholders on Tuesday, May 20, 2025, at 10:00 a.m. (Central Daylight Time) at the Jasper Hotel, 215 Broadway N, Fargo, ND 58102.
Attached to this letter is a Notice of Annual Meeting of Shareholders and a Proxy Statement, which describes the business to be conducted at the meeting. At this year’s meeting, you will be asked to:
Elect eight members of the Board of Directors to serve until the 2026 Annual Meeting of Shareholders;
Ratify the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
Vote on an advisory resolution to approve the compensation of our named executive officers; and
Consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
Your vote is important. Whether you own a few shares or many, and whether or not you plan to attend the in-person Annual Meeting, you are encouraged to vote by proxy in advance of the meeting. You may vote your shares by proxy on the Internet, by telephone, or by completing a paper proxy card and returning it by mail.
Thank you for your continued support of NI Holdings, Inc.
Sincerely,
/s/ Eric K. Aasmundstad
Eric K. AasmundstadChairman of the Board of Directors
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Board of Directors (the “Board”) of NI Holdings, Inc. (the “Company”, “NI Holdings”, “we”, “us”, or “our”) is soliciting the enclosed proxy for use at its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”).
| Date and Time | May 20, 2025 10:00 a.m. (Central Daylight Time) |
| Place | The Jasper Hotel 215 Broadway N Fargo, ND 58102 |
| Record Date | You may vote at the 2025 Annual Meeting if you were a shareholder of record at the close of business on March 31, 2025 |
This notice of Annual Meeting (the “Notice”) and the accompanying proxy statement (the “Proxy Statement”) are being distributed or made available, as the case may be, on or about April 9, 2025, to all shareholders of record on our books at the close of business on March 31, 2025, the record date for the 2025 Annual Meeting (the “Record Date”).
| Proposals | Board Vote Recommendation | |
| 1. | Election of Eight Director Nominees Named in the Proxy Statement. | FOR each director nominee |
| 2. | Ratification of Appointment of Forvis Mazars, LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025. | FOR |
| 3. | Advisory Vote to Approve the Compensation of our Named Executive Officers. | FOR |
Voting Methods
If you are a shareholder of record, to ensure your shares are voted, you may vote your shares by proxy on the Internet, by telephone, or by completing a paper proxy card and returning it by mail. Internet and telephone voting procedures are described in the “General Information About the Meeting” section of this Proxy Statement and on the proxy card.
| Internet | Visit www.investorvote.com/NODK (have your Notice or proxy card in hand when you access the website). |
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| Telephone | Call toll-free 1-800-652-8683 (have your Notice or proxy card in hand when you call). |
| Vote by mail, if you received (or requested and received) a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided. | |
| In person | You may attend the 2025 Annual Meeting in person. Proof of identification is required. |
If your shares are held in “street name,” meaning that they are held for your account by a broker, bank, or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.
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Copies of Proxy Materials
Copies of this Proxy Statement and the form of proxy card, and the Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) are available without charge. To order a copy of the proxy materials and select a future delivery preference, see directions below. Please note that you must use the number in the shaded bar on the reverse side of the proxy card when requesting a set of proxy materials.
| Internet | Visit www.investorvote.com/NODK. Click “Cast Your Vote or Request Materials.” Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. |
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| Telephone | Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. |
| Send an email to investorvote@computershare.com with “Proxy Materials NI Holdings Inc.” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reserve, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. |
If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 6, 2025.
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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.