Kingsway Financial Services Inc. Announces Annual Meeting on May 20, 2024

TL;DR

<b>Kingsway Financial Services Inc. will hold its annual shareholder meeting on May 20, 2024, to elect directors and vote on executive compensation.</b>

AI Summary

KINGSWAY FINANCIAL SERVICES INC (KFS) filed a Proxy Statement (DEF 14A) with the SEC on April 10, 2024. Annual meeting of shareholders scheduled for May 20, 2024, at 9:00 a.m. ET. Meeting will be held in person at the New York Stock Exchange. Key agenda items include election of seven directors, ratification of auditors, and advisory votes on executive compensation and frequency. Shareholders of record as of March 25, 2024, are entitled to vote. Proxies must be submitted by 9:00 a.m. ET on May 20, 2024.

Why It Matters

For investors and stakeholders tracking KINGSWAY FINANCIAL SERVICES INC, this filing contains several important signals. Shareholders have the opportunity to influence corporate governance by electing directors and providing advisory input on executive pay. The meeting's outcomes, particularly the advisory votes on compensation, can signal shareholder sentiment and potentially influence future executive remuneration strategies.

Risk Assessment

Risk Level: low — KINGSWAY FINANCIAL SERVICES INC shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Shareholders should review the proxy materials to make informed decisions on director elections and executive compensation.

Key Numbers

• 7 — Directors to be elected (To hold office for a term of one year)
• 2024-05-20 — Annual Meeting Date (Monday, May 20, 2024)
• 2024-03-25 — Record Date (For shareholders entitled to vote)
• 2023 — Fiscal Year for Say-on-Pay (Compensation for fiscal year 2023)

Key Players & Entities

• KINGSWAY FINANCIAL SERVICES INC. (company) — Registrant
• Plante & Moran, PLLC (company) — Auditors
• Computershare Investor Services Inc. (company) — Proxy submission recipient
• New York Stock Exchange (company) — Meeting location

FAQ

Industry Context

Kingsway Financial Services Inc. operates in the fire, marine, and casualty insurance industry.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Understand the details of the executive compensation plan for fiscal year 2023.
3. Consider the proposed frequency for future advisory votes on executive compensation.

Key Dates

• 2024-05-20: Annual Meeting of Shareholders — Election of directors, ratification of auditors, advisory votes on executive compensation and frequency.
• 2024-04-10: Proxy Statement Dated — Date of the proxy statement filing.
• 2024-03-25: Record Date — Determines which shareholders are entitled to vote at the meeting.

Year-Over-Year Comparison

This is the initial filing for the 2024 annual meeting proxy statement.

Key Financial Figures

• $0.01 — 0,000 shares of common stock, par value $0.01 per share (the &ldquo; Shares &rdquo; o

Filing Documents

• def14a-66862_kfs.htm (DEF 14A) — 272KB
• image_001.jpg (GRAPHIC) — 6KB
• img-pc_001.jpg (GRAPHIC) — 195KB
• img-pc_002.jpg (GRAPHIC) — 171KB
• 0001174947-24-000537.txt (&nbsp;) — 787KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 4 Q&A on Proxy Voting 6 PARTICULARS OF MATTERS TO BE ACTED UPON 10 Proposal 1 - Election of Directors 10 Proposal 2 - Appointment of Auditors 14 Proposal 3 - Advisory Vote to Approve the Compensation of the Named Executive Officers 15 Proposal 4 &ndash; Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of the Named Executive Officers 16 CORPORATE GOVERNANCE MATTERS 18 Corporate Governance Guidelines and Code of Business Conduct & Ethics 18 Board Committees 18 Communications with the Board 22 Board Leadership Structure and Role in Risk Oversight 22 COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS 23 Named Executive Officers for 2023 23 2023 Summary Compensation Table 23 2023 Outstanding Equity Awards at Fiscal Year-End 24 Potential Payments Upon Termination or Change in Control 24 2023 Pay Versus Performance Table 25 Director Compensation 25 Equity Compensation Plan Information 26 CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH RELATED PERSONS 27 OTHER MATTERS 27 HOUSEHOLDING OF PROXY MATERIALS 27 ANNUAL REPORT 28 SHAREHOLDER PROPOSALS FOR 2024 ANNUAL MEETING 28 ADDITIONAL INFORMATION 29 LETTER TO SHAREHOLDERS April 10, 2024 Dear Shareholder, I would like to invite you to join the board of directors and senior management of Kingsway Financial Services Inc. at our next annual meeting of shareholders (the &ldquo;Meeting&rdquo;), which convenes at 9:00 a.m. ET on Monday, May 20, 2024. The Meeting will be held in person at the New York Stock Exchange, Siebert Hall , 11 Wall St, New York, NY 10005. Shareholders attending the meeting will be required to show a government issued photo ID and should enter through the security tent at 18 Broad Street, New York, NY 10005. At the Meeting, you will be asked to elect seven (7) directors, ratify the appointment of Plante & Moran, PLLC as our independent reg

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management In accordance with U.S. securities laws, the following table sets forth certain information regarding beneficial ownership or control or direction, directly or indirectly, of the Common Shares as of the Record Date, by: (i) each director and director nominee of the Corporation; (ii) the Chief Executive Officer and each additional executive officer named under the heading &ldquo;2023 Summary Compensation Table&rdquo; in the Proxy Statement; and (iii) all directors, director nominees and executive officers of the Corporation as a group. The Corporation believes that, except as otherwise noted, each individual named has sole investment and voting power with respect to the Common Shares indicated as beneficially owned by such individual. Unless otherwise indicated, the business address of each named person is: 10 S. Riverside Plaza, Suite 1520, Chicago Illinois 60606. Beneficial Owner Number of Common Shares, Including Restricted Common Shares Percent of Common Shares, Including Restricted Common Shares, Outstanding (1) Terence M. Kavanagh 2,570,330 (2) 9.14% John T. Fitzgerald 1,845,916 (3) 6.56% Charles L. Frischer 1,852,998 (4) 6.59% Gregory P. Hannon 2,570,330 (5) 9.14% Douglas Levine 1,436,973 (6) 5.11% Oakmont Capital 2,570,330 (7) 9.14% Corissa B. Porcelli 0 * Joseph D. Stilwell 7,588,027 (8) 26.98% Kent A. Hansen 102,726 (9) * All Directors and Executive Officers as a Group (8 persons) 15,396,970 54.75% * Indicates less than 1%. Notes: (1) All percentages in this column are calculated based upon: (i) (a) the total number of Common Shares, including Restricted Common Shares, held by the beneficial owner (or all directors and executive officers as a group) plus (b) the number of options held by the beneficial owner (or all directors and executive officers as a group) that are exercisable or convertible within sixty (60) days; divided by (ii) (a) 28,

View Full Filing

View this DEF 14A filing on SEC EDGAR