NODK NI Holdings Inc

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):  August 13, 2024

 

NI Holdings, Inc.
(Exact name of registrant as specified in its charter)
North Dakota		001-37973		81-2683619
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1101 First Avenue North Fargo, North Dakota
(Address of principal executive offices)
58102
(Zip code)
(701) 298-4200
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2 below):

 

[ ]	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 Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	NODK	Nasdaq Capital Market

 

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 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 or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Ms. Launer, age 53, has served on the Board of Directors of NI Holdings, Inc. since her appointment in November 2019. Ms. Launer was employed by American International Group (“AIG”) from April 2007 until her retirement in June 2018. At AIG, she served in various roles including financial planning and analysis, capital projects, financial communications, Chief of Staff to the CEO, and finally Chief Operating Officer of the AIG commercial insurance business. Prior to joining AIG, she held progressive audit, finance, investor relations, and chief of staff roles at MetLife and Deloitte & Touche LLP. Ms. Launer graduated from Florida Southern College with a Bachelor of Science degree in Finance and Marketing, and earned her Bachelor of Science degree in Accounting from International College.

 

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.

 

Item 9.01.

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

 

 

 

 

NI Holdings, Inc. Announces Leadership Change

FARGO, North Dakota, August 15, 2024 (GLOBE NEWSWIRE) – NI Holdings, Inc. (NASDAQ: NODK) today announced that Michael J. Alexander has stepped down from his role as President and Chief Executive Officer of NI Holdings, along with his role as a board member of the company, effective August 13, 2024. To ensure seamless stewardship of the company until a permanent successor is named, the Board has appointed Cindy L. Launer as Interim Chief Executive Officer, effective August 13, 2024.

 

Ms. Launer has served as an independent non-executive director on NI Holdings’ board since November 2019 and brings 18 years of experience in the insurance industry with a proven track record of success as a global finance and operations executive. Most recently, Ms. Launer served as Chief Operating Officer of AIG’s Commercial Insurance Business, before retiring in 2018. She will remain on the Board of Directors while serving as the Interim Chief Executive Officer.

"We are grateful for Jim’s many contributions to NI Holdings over his 19 years as CEO and wish him continued success in his future endeavors. We are very fortunate to have a Director who is able to step in, on an interim basis, giving the Board time to explore potential candidates and make the right long-term succession decision for the company,” said Eric K. Aasmundstad, Chairman of the Board. "We are confident that Cindy has the expertise to lead the company through this transition into its next phase of success."

 

Ms. Launer added, “I am honored to take on the role of Interim CEO and am committed to ensuring this will be a seamless transition for all NI Holdings’ stakeholders. I look forward to working closely with our talented employees to continue to achieve our business priorities.”

The Board of Directors is immediately starting the process of finding the next CEO and has no definitive timeline for that search at this moment.

About the Company
NI Holdings, Inc. is an insurance holding company. The company is a North Dakota business corporation that is the stock holding company of Nodak Insurance Company and became such in connection with the conversion of Nodak Mutual Insurance Company from a mutual to stock form of organization and the creation of a mutual holding company. The conversion was consummated on March 13, 2017. Immediately following the conversion, all of the outstanding shares of common stock of Nodak Insurance Company were issued to Nodak Mutual Group, Inc., which then contributed the shares to NI Holdings in exchange for 55% of the outstanding shares of common stock of NI Holdings. Nodak Insurance Company then became a wholly-owned stock subsidiary of NI Holdings. NI Holdings’ financial statements are the consolidated financial results of NI Holdings; Nodak Insurance Company, including Nodak Insurance Company’s wholly-owned subsidiaries American West Insurance Company, Primero Insurance Company, and Battle Creek Insurance Company; and Direct Auto Insurance Company.

 

Safe Harbor Statement
Some of the statements included in this news release are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Actual results could vary materially. Factors that could cause actual results to vary materially include risks we describe in the periodic reports we file with the Securities and Exchange Commission. You should not place undue reliance on any such forward-looking statements. We disclaim any obligation to update such statements or to announce publicly the results of any revisions that we may make to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

 

For a detailed discussion of the risk factors that could affect our actual results, please refer to the risk factors identified in our SEC reports, including, but not limited to our Annual Report on Form 10-K, as filed with the SEC.

 

 

Investor Relations Contact:
Seth Daggett
Executive Vice President, Treasurer and Chief Financial Officer
701-298-4348
IR@nodakins.com

 

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Cover	Aug. 13, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Aug. 13, 2024
Entity File Number	001-37973
Entity Registrant Name	NI Holdings, Inc.
Entity Central Index Key	0001681206
Entity Tax Identification Number	81-2683619
Entity Incorporation, State or Country Code	ND
Entity Address, Address Line One	1101 First Avenue North
Entity Address, City or Town	Fargo
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58102
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	NODK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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