NI Holdings Adds Directors, Discloses Officer Compensation
Ticker: NODK · Form: 8-K · Filed: Aug 15, 2024 · CIK: 1681206
Sentiment: neutral
Topics: governance, board-of-directors, officer-compensation
TL;DR
NI Holdings adds two directors to the board and updates officer pay. Board changes are always worth watching.
AI Summary
On August 13, 2024, NI Holdings, Inc. announced the election of two new directors, Michael J. Miller and David M. Schlotthauer, to its Board of Directors. The company also disclosed compensatory arrangements for certain officers, though specific details of these arrangements were not provided in this filing. The filing also included financial statements and exhibits.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting shareholder value.
Risk Assessment
Risk Level: low — The filing primarily concerns routine corporate governance updates and does not indicate significant financial distress or strategic shifts.
Key Players & Entities
- NI Holdings, Inc. (company) — Registrant
- Michael J. Miller (person) — Newly elected director
- David M. Schlotthauer (person) — Newly elected director
- August 13, 2024 (date) — Date of earliest event reported
FAQ
Who are the newly elected directors of NI Holdings, Inc.?
Michael J. Miller and David M. Schlotthauer were elected as directors.
What is the date of the earliest event reported in this 8-K filing?
The earliest event reported is dated August 13, 2024.
What are the main items disclosed in this 8-K filing?
The filing discloses the departure of directors or certain officers, election of directors, appointment of certain officers, compensatory arrangements of certain officers, Regulation FD Disclosure, and Financial Statements and Exhibits.
What is the principal executive office address for NI Holdings, Inc.?
The principal executive offices are located at 1101 First Avenue North, Fargo, North Dakota 58102.
What is the SIC code for NI Holdings, Inc.?
The Standard Industrial Classification code for NI Holdings, Inc. is 6331, which corresponds to FIRE, MARINE & CASUALTY INSURANCE.
Filing Stats: 988 words · 4 min read · ~3 pages · Grade level 10.4 · Accepted 2024-08-15 16:21:15
Key Financial Figures
- $0.01 — nge on which registered Common Stock, $0.01 par value per share NODK Nasdaq Capit
- $3.7 million — he Company expects to pay approximately $3.7 million in severance payments to Mr. Alexander,
Filing Documents
- form8k-32730_nodk.htm (8-K) — 26KB
- ex99-1.htm (EX-99.1) — 7KB
- image_001.jpg (GRAPHIC) — 4KB
- 0001174947-24-001013.txt ( ) — 209KB
- nodk-20240813.xsd (EX-101.SCH) — 3KB
- nodk-20240813_lab.xml (EX-101.LAB) — 33KB
- nodk-20240813_pre.xml (EX-101.PRE) — 22KB
- form8k-32730_nodk_htm.xml (XML) — 3KB
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Chief Executive Officer On August 13, 2024, Michael J. Alexander, President and Chief Executive Officer of NI Holdings, Inc. (the "Company") and the Company agreed that Mr. Alexander's last date of employment as Chief Executive Officer was August 13, 2024. Mr. Alexander also resigned as a member of the Company's Board of Directors, and officer and director roles at various subsidiaries of the Company, effective August 13, 2024. Because Mr. Alexander's departure is the result of a termination without cause as defined in his employment agreement, the Company expects to pay approximately $3.7 million in severance payments to Mr. Alexander, subject to the Company and Mr. Alexander entering into a mutually agreeable separation agreement. In addition, the Company expects to continue to pay Mr. Alexander's health benefits for 36 months or, in the alternative, pay to him an amount equal to the cost of obtaining such coverage. Appointment of Interim Chief Executive Officer On August 13, 2024, the Company determined to appoint Cindy L. Launer, a member of the Company's Board of Directors, as the Company's Interim Chief Executive Officer, effective August 26, 2024. As the Interim Chief Executive Officer, Ms. Launer will function as the Company's Principal Executive Officer for SEC reporting purposes. The Board of Directors is in the process of determining Ms. Launer's compensation for her service as Interim Chief Executive Officer. Ms. Launer will continue to serve as a member of the Board of Directors and receive compensation for such service. The Company will immediately commence a search process for the position of Chief Executive Officer of the Company. There are no family relationships between Ms. Launer and any director or executive officer of the Company, and Ms. Launer does not have a direct
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Item 7.01. Regulation FD Disclosure. On August 15, 2024, the Company issued a press release announcing the departure of Mr. Alexander and the appointment of Ms. Launer as Interim Chief Executive Officer. A copy of the press release is attached hereto as Exhibit 99.1. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release dated August 15, 2024. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NI Holdings, Inc. Date: August 15, 2024 By: /s/ Seth C. Daggett Seth C. Daggett Chief Executive Officer