Company Offered to Add Stilwell Principal and
Nominee Joseph Stilwell to ICC Holdings Board, as Well as
Investment Committee, to Avoid Costly and Distracting Proxy
Contest
Board Remains Committed to Protecting the Best
Interests of Shareholders
ICC Holdings, Inc. (NASDAQ: ICCH) (the “Company”), parent
company of Illinois Casualty Company, a regional, multi-line
property and casualty insurance company focusing exclusively on the
food and beverage industry, today announced that the Stilwell Group
(“Stilwell”) rejected an offer by the Company to add its principal
and director nominee, Joseph Stilwell, to the ICC Holdings Board of
Directors (the “Board”) and expand the Board to 10 members. ICC
Holdings made this offer in an attempt to avoid the costs and
distractions associated with a proxy contest. The Company remains
confident the current Board has the right mix of skills and
experience to deliver shareholder value.
In addition to appointing him to the Board, the Company’s offer
included adding Mr. Stilwell to the Board’s Investment Committee
and having that committee conduct a review of the Company’s
investment portfolio fees and costs, per Mr. Stilwell’s request.
The Board will still carry out this review, which is part of its
regular oversight responsibilities.
The Board commented:
“We are disappointed that Mr. Stilwell has rejected our proposal
– especially because it provides the very outcome he is campaigning
for: a seat on the ICC Holdings Board. We believe it is in the best
interests of all shareholders to avoid a costly and distracting
proxy fight, yet Mr. Stilwell has refused to engage around a
resolution that does not fully commit to his demands. This lack of
willingness to engage in good-faith negotiations raises serious
questions about Mr. Stilwell’s objectives and the seemingly
self-interested nature of his actions. The Board, which
collectively owns approximately 20% of the Company’s stock and
includes our largest shareholder, remains committed to protecting
all shareholders and working towards a constructive
resolution.”
ICC Holdings encourages shareholders to protect
their investment by voting online, by phone or by mail, FOR
current directors James R. Dingman, John R. Klockau, and Gerald J.
Pepping using the WHITE proxy
card.
If you have any questions or need further
assistance, please contact our proxy solicitor, Alliance Advisors,
toll-free at 888-991-1293 or by email at
icch@allianceadvisors.com.
ABOUT ICC HOLDINGS, INC.
ICC Holdings, Inc. is a vertically integrated company created to
facilitate the growth, expansion, and diversification of its
subsidiaries to maximize value to its stakeholders. The group of
companies consolidated under ICC Holdings, Inc. engages in diverse,
yet complementary business activities, including property and
casualty insurance, real estate, and information technology.
The Company's common shares trade on the NASDAQ Capital Market
under the ticker symbol "ICCH". For more information about ICC
Holdings, visit http://ir.iccholdingsinc.com.
Forward-Looking Statements
This letter, and oral statements made regarding the subjects of
this release, contains forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, or
the Reform Act, which may include, but are not limited to,
statements regarding the Company's, plans, objectives,
expectations, and intentions and other statements contained in this
press release that are not historical facts, including statements
identified by words such as "believe," "plan," "seek," "expect,"
"intend," "estimate," "anticipate," "will," and similar
expressions. All statements addressing operating performance,
events, or developments that the Company expects or anticipates
will occur in the future, including statements relating to revenue
and profit growth; future responses to and effects of the COVID-19
pandemic, including their effects on claims activity and the
business operations of the Company and of our current and potential
customers; new theories of liability; judicial, legislative,
regulatory, and other governmental developments, including, but not
limited to, liability related to business interruption claims
related to COVID-19; litigation tactics and developments; product
and segment expansion; regulatory approval in connection with
expansion; downturns and volatility in global economies and equity
and credit markets, including as a result of inflation and supply
chain disruptions and continued labor shortages; interest rates and
changes in rates could adversely affect the Company's business and
profitability; expense and reputational impact on the Company as a
result of expenses related to the continuing activities of an
activist shareholder; and market share, as well as statements
expressing optimism or pessimism about future operating results,
are forward-looking statements within the meaning of the Reform
Act. The forward-looking statements are based on management's
current views and assumptions regarding future events and operating
performance, and are inherently subject to significant business,
economic, and competitive uncertainties and contingencies and
changes in circumstances, many of which are beyond the Company's
control. The statements in this press release are made as of the
date of this press release, even if subsequently made available by
the Company on its website or otherwise. The Company does not
undertake any obligation to update or revise these statements to
reflect events or circumstances occurring after the date of this
press release.
Although the Company does not make forward-looking statements
unless it believes it has a reasonable basis for doing so, the
Company cannot guarantee their accuracy. The foregoing factors,
among others, could cause actual results to differ materially from
those described in these forward-looking statements. For a list of
other factors which could affect the Company's results, see the
Company's filings with the Securities and Exchange Commission,
"Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations," including "Forward-Looking
Information," set forth in the Company's Annual Report on Form 10-K
for the year ended December 31, 2022. No undue reliance should be
placed on any forward-looking statements.
Important Additional Information Regarding Proxy
Solicitation
ICC Holdings, Inc. (the “Company”) has filed a definitive proxy
statement and WHITE proxy card with the Securities and Exchange
Commission (the “SEC”) in connection with the solicitation of
proxies for the Company’s 2024 Annual Meeting of Shareholders (the
“Proxy Statement” and such meeting the “2024 Annual Meeting”). The
Company, its directors, including its director nominees, and
certain of its executive officers are participants in the
solicitation of proxies from shareholders in connection with the
2024 Annual Meeting. Information regarding the names of the
Company’s directors and executive officers and their respective
direct or indirect interests in the Company by security holdings or
otherwise and other information relating to the participants is set
forth in the Company’s definitive proxy statement for the 2024
Annual Meeting of Shareholders, filed with the SEC on May 1, 2024
(the “2024 Proxy Statement”) and available at
https://www.sec.gov/Archives/edgar/data/1681903/000143774924014092/icch20240426_defc14a.htm.
Please refer to the sections captioned “Share Ownership of Certain
Beneficial Owners,” “Proposal One: Election of Directors,”
“Director Compensation,” “Executive Compensation Practices,”
“Executive Compensation,” “Executive Management,” and “Certain
Relationships and Related Transactions” and Appendix B in the 2024
Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE
COMPANY’S 2024 PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS
THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These
documents, including the 2024 Proxy Statement (and any amendments
or supplements thereto) and other documents filed by the Company
with the SEC, are available for no charge at the SEC’s website at
http://www.sec.gov and at the Company’s investor relations website
at https://ir.iccholdingsinc.com/.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240513558811/en/
Investors:
Alliance Advisors 888-991-1293 icch@allianceadvisors.com
Media:
Joe Germani / Miller Winston Longacre Square Partners
ICC@longacresquare.com
ICC (NASDAQ:ICCH)
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