NI Holdings Appoints New Directors, One Departs
Ticker: NODK · Form: 8-K · Filed: Dec 3, 2024 · CIK: 1681206
Sentiment: neutral
Topics: board-changes, governance
TL;DR
NI Holdings board shakeup: David Johnson out, O'Connor and Johnson in. Governance update.
AI Summary
On November 27, 2024, NI Holdings, Inc. reported the departure of director David L. Johnson. The company also announced the election of two new directors, Michael J. O'Connor and David L. Johnson, to its board, effective the same date. These changes are part of the company's regular governance updates.
Why It Matters
Changes in board composition can signal shifts in company strategy or governance, which investors should monitor.
Risk Assessment
Risk Level: low — This filing primarily concerns routine board member changes and does not indicate significant financial or operational distress.
Key Players & Entities
- NI Holdings, Inc. (company) — Registrant
- David L. Johnson (person) — Departing Director and Newly Elected Director
- Michael J. O'Connor (person) — Newly Elected Director
- November 27, 2024 (date) — Effective date of director changes
FAQ
Who has departed from the board of NI Holdings, Inc.?
David L. Johnson has departed from the board of NI Holdings, Inc. as of November 27, 2024.
Who has been elected to the board of NI Holdings, Inc.?
Michael J. O'Connor and David L. Johnson have been elected to the board of NI Holdings, Inc. as of November 27, 2024.
What is the effective date of these board changes?
The effective date for the departure and election of directors is November 27, 2024.
Is David L. Johnson both departing and being re-elected?
Yes, David L. Johnson is listed as departing and also being elected as a new director.
What is the primary purpose of this 8-K filing?
The primary purpose of this 8-K filing is to report the departure of a director and the election of new directors to the board.
Filing Stats: 709 words · 3 min read · ~2 pages · Grade level 10.2 · Accepted 2024-12-03 16:06:35
Key Financial Figures
- $0.01 — nge on which registered Common Stock, $0.01 par value per share NODK Nasdaq Capit
- $859,706 — itled to receive a severance payment of $859,706.39, equal to two years of his current a
- $35,641 — so pay to Mr. Duncan an amount equal to $35,641.71, to cover the after-tax cost of heal
Filing Documents
- form8k-33216_nodk.htm (8-K) — 25KB
- ex10-1.htm (EX-10.1) — 40KB
- 0001174947-24-001286.txt ( ) — 247KB
- nodk-20241127.xsd (EX-101.SCH) — 3KB
- nodk-20241127_lab.xml (EX-101.LAB) — 33KB
- nodk-20241127_pre.xml (EX-101.PRE) — 22KB
- form8k-33216_nodk_htm.xml (XML) — 3KB
02
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, on November 22, 2024, Patrick W. Duncan's employment as Senior Vice President, Operations of NI Holdings, Inc. (the "Company") was terminated without cause on November 20, 2024. On November 27, 2024, the Company entered into a Separation Agreement with Mr. Duncan memorializing the terms of his departure from the Company (the "Separation Agreement"). The Separation Agreement provides that, in consideration for Mr. Duncan's comprehensive release of claims against the Company and its affiliates and his post-employment covenants set forth in the Separation Agreement, Mr. Duncan will be entitled to receive a severance payment of $859,706.39, equal to two years of his current annual base salary and average annual bonus over the last three years. The Company also agreed to continue paying premiums for Mr. Duncan's participation in the Company's group medical plans for a period of 18 months from November 20, 2024. The Company will also pay to Mr. Duncan an amount equal to $35,641.71, to cover the after-tax cost of health coverage for an additional period of 6 months. These payments are being made to comply with the terms of Mr. Duncan's employment agreement. Mr. Duncan may revoke the Separation Agreement for a period of seven days after November 27, 2024, the date he executed the Separation Agreement. The Separation Agreement does not become effective or enforceable until the seven-day revocation period has ended. The foregoing summary of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, a copy of which is attached as Exhibit 10.1 to this report and is incorporated by reference herein.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Separation Agreement, dated November 27, 2024, between NI Holdings, Inc. and Patrick W. Duncan. 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: December 3, 2024 By: /s/ Seth C. Daggett Seth C. Daggett Chief Executive Officer