0001502292false00015022922024-01-122024-01-120001502292cnfr:NinePointSevenFivePercentSeniorNotesDue2028Member2024-01-122024-01-120001502292cnfr:CommonStockNoParValueMember2024-01-122024-01-12

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event Reported): January 12, 2024

 

Conifer Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

 

Michigan

001-37536

27-1298795

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

 

3001 West Big Beaver Road, Suite 200

Troy, MI 48084

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (248) 559-0840

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, no par value

 

CNFR

 

The Nasdaq Stock Market LLC

9.75% Senior Notes due 2028

 

CNFRZ

 

The Nasdaq Stock Market LLC

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.02. Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 12, 2024, the Board of Directors of Conifer Holdings, Inc. (the "Company") appointed Isolde G. O'Hanlon to Acting Board Chair, effective immediately. Ms. O'Hanlon has served on the Company's Board of Directors since 2017.

Also on January 12, 2024, the Board of Directors of the Company increased the size of the Board of Directors to 10 members and appointed J. Grant Smith to the Board of Directors of the Company, effective immediately. Mr. Smith was appointed to the class of directors whose terms expire at the 2024 annual meeting of shareholders. There are no material transactions between Mr. Smith and the Company or any other person.

On January 17, 2024, the Company issued a press release announcing Ms. O'Hanlon's appointment as Acting Board Chair, and Mr. Smith's appointment as a director. A copy of the press release is attached as an exhibit hereto.

 

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1

Press Release dated January 17, 2024

Exhibit 104

Cover Page Interactive Data File (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.

 

 

Conifer Holdings Inc.

Date: January 17, 2024

By:

/s/ BRIAN J. RONEY

Brian J. Roney

President

 

 

img218339982_0.jpg 

News Release

 

For Further Information:

Jessica Gulis, 248.559.0840

ir@cnfrh.com

 

For Immediate Release

 

Conifer Holdings Names New Board Chair; Appoints New Director

 

Troy, MI, January 17, 2024 - Conifer Holdings, Inc. (Nasdaq: CNFR) (“Conifer” or the “Company”) announced today that its Board of Directors has named Isolde G. O’Hanlon to the role of Acting Board Chair, effective immediately. Ms. O’Hanlon was elected to the Conifer Board of Directors in 2017. She has served as Chair of the Audit Committee since March 2019, and also serves as a member of the Compensation Committee and the Finance & Investment Committee.

 

Ms. O’Hanlon has more than 25 years in the Insurance Investment Banking field. She has extensive experience in providing advice and capital raising to specialty property casualty carriers, insurance distribution firms and advising public pension funds and private equity on investments in the Insurance Industry. Ms. O’Hanlon graduated with an AB in Economics from Smith College.

 

The Company also announced that J. Grant Smith has been elected to serve on the Company’s Board of Directors. With the addition of Mr. Smith, Conifer’s Board of Directors increases to ten members.

 

Mr. Smith currently serves as the President and Chief Operating Officer for Waterford Bank, N.A. Mr. Smith executed the successful merger of Clarkston Financial Corporation and its wholly owned subsidiary Clarkston State Bank in January 2020 with Waterford Bancorp.

 

During his first three years as President and CEO, Mr. Smith designed and implemented the turnaround plan for the Corporation, which ultimately resulted in the recapitalization of the Corporation and achieved record profitability and performance results post-recession. Mr. Smith received his B.B.A. in Finance and M.S. in Corporate Finance from Walsh College in Troy.

 

About the Company

Conifer Holdings, Inc. is a Michigan-based property and casualty holding company. Through its subsidiaries, Conifer offers specialty insurance coverage for both commercial and personal lines, marketing through independent agents in all 50 states. The Company is traded on the Nasdaq Global Market under the symbol CNFR. Additional information is available on the Company's website at IR.CNFRH.com.

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Common Stock, No Par Value  
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Name of each exchange on which registered NASDAQ
9.75% Senior Notes due 2028  
Document Information [Line Items]  
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