Kingstone Companies Restructures Board, CFO Retires
Ticker: KINS · Form: 8-K · Filed: Aug 29, 2024 · CIK: 33992
Sentiment: neutral
Topics: executive-departure, board-composition, bylaw-amendment
Related Tickers: KINS
TL;DR
Kingstone's CFO is out, board is shrinking. Big changes ahead.
AI Summary
Kingstone Companies, Inc. announced on August 28, 2024, the retirement of Barry Goldstein from his role as Chief Financial Officer, effective September 30, 2024. The company also amended its bylaws to reduce the number of directors on its board from seven to five. These changes are part of a broader restructuring effort by the company.
Why It Matters
The retirement of the CFO and reduction in board size suggest a strategic shift or cost-saving measure for Kingstone Companies, potentially impacting future financial operations and governance.
Risk Assessment
Risk Level: medium — Changes in key executive positions and board structure can indicate underlying operational or financial challenges, warranting closer scrutiny.
Key Numbers
- 7 to 5 — Board Size Reduction (The company reduced its board of directors from seven to five members.)
Key Players & Entities
- Kingstone Companies, Inc. (company) — Registrant
- Barry Goldstein (person) — Retiring CFO
- August 28, 2024 (date) — Date of earliest event reported
- September 30, 2024 (date) — Effective date of CFO retirement
- Delaware (jurisdiction) — State of Incorporation
FAQ
Who is succeeding Barry Goldstein as CFO?
The filing does not specify who will succeed Barry Goldstein as Chief Financial Officer.
What is the effective date of Barry Goldstein's retirement?
Barry Goldstein's retirement is effective September 30, 2024.
What was the previous size of the board of directors?
The previous size of the board of directors was seven members.
What is the new size of the board of directors?
The new size of the board of directors is five members.
What other significant events are reported in this 8-K filing?
This 8-K filing also reports the termination of a material definitive agreement, amendments to articles of incorporation or bylaws, and regulation FD disclosures.
Filing Stats: 836 words · 3 min read · ~3 pages · Grade level 10.6 · Accepted 2024-08-29 17:29:33
Key Financial Figures
- $0.01 — nge on which registered Common Stock, $0.01 par value per share KINS NASDAQ Cap
- $125,000 — e Board, he will be entitled to receive $125,000 per annum. Item 5.03 Amendments to Ar
Filing Documents
- kins8k82824.htm (8-K) — 29KB
- ex3_1.htm (EX-3.1) — 4KB
- ex99_1.htm (EX-99.1) — 1KB
- kinspr_1.jpg (GRAPHIC) — 815KB
- kinspr_2.jpg (GRAPHIC) — 575KB
- 0001021771-24-000170.txt ( ) — 2085KB
- kins-20240828.xsd (EX-101.SCH) — 4KB
- kins-20240828_lab.xml (EX-101.LAB) — 22KB
- kins-20240828_pre.xml (EX-101.PRE) — 16KB
- kins8k82824_htm.xml (XML) — 4KB
02
Item 1.02 Termination of a Material Definitive Agreement . As indicated in Item 5.02 hereof, on August 28, 2024, Barry Goldstein, Executive Chairman of the Board of Kingstone Companies, Inc. (the "Company"), advised the Company that, effective as of September 10, 2024, he will retire. Accordingly, effective on such date, the Third Amended and Restated Employment Agreement, effective as of January 1, 2023, between the Company and Mr. Goldstein, as amended, will terminate.
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . (b) On August 28, 2024, Mr. Goldstein notified the Company that he will be retiring and resigning from his position as Executive Chairman of the Board effective as of September 10, 2024. On August 28, 2024, in connection with the retirement of Mr. Goldstein as the Company's Executive Chairman of the Board, the Board of Directors of the Company (the "Board") approved the appointment of Thomas Newgarden, a director of the Company, as Non-Executive Chairman of the Board, to be effective as of September 10, 2024. In consideration of Mr. Newgarden's services as Non-Executive Chairman of the Board, he will be entitled to receive $125,000 per annum.
03
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year . On August 28, 2024, the Board approved and adopted an amendment to the By-Laws of the Company (the "Amendment") with regard to the duties and responsibilities of the Chairman of the Board and the President of the Company. The text of the Amendment is attached to this Current Report as Exhibit 3.1 and incorporated by reference into this Item 5.03.
01
Item 7.01 Regulation FD Disclosure . On August 29, 2024, the Company issued a press release (the "Press Release") announcing the retirement of Mr. Goldstein and the appointment of Mr. Newgarden as Non-Executive Chairman of the Board of the Company. A copy of the Press Release is furnished as Exhibit 99.1. The information in the Press Release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the information in the Press Release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Current Report with respect to the Press Release is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report with respect to the Press Release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Financial Statements and Exhibits
Financial Statements and Exhibits . (d) Exhibits . 3.1 Amendment to By-Laws of the Company, effective as of August 28, 2024. 99.1 Press release, dated August 29, 2024, issued by the Company.
SIGNATURES
SIGNATURES 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. KINGSTONE COMPANIES, INC. Dated: August 29, 2024 By: /s/ Meryl Golden Meryl Golden President and CEO