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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed Aug 7, 2025 · 10mo ago · Accession 0001021771-25-000111

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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 6, 2025 KINGSTONE COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware   000-01665   36-2476480 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) 120 Wood Road Kingston , New York   12401 (Address of principal executive offices)   (Zip code) Registrant's telephone number, including area code ( 845 ) 802-7900 Not Applicable (Former Name or Former Address, if Changed Since Last Report) 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 KINS NASDAQ Capital Market 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)) 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. (b)   On August 6, 2025, Kingstone Companies, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that Carla D’Andre and Timothy McFadden have completed their service on the Company’s Board of Directors, and Pranav Pasricha has been elected to the Board of Directors.  A copy of the Press Release is furnished as Exhibit 99.1 hereto. Item 5.07 Submission of Matters to a Vote of Security Holders . On August 6, 2025, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”).  The following is a listing of the votes cast for or withheld, and the number of broker non-votes, with respect to each nominee for director and a listing of the votes cast for and against, as well as abstentions and broker non-votes, with respect to the other matters voted upon at the Annual Meeting.  The Company’s stockholders elected each of the nominees as a director, ratified the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers and indicated, on a non-binding advisory basis, that future advisory votes on the Company’s executive compensation should be held every year . 1. Election of Board of Directors:   Number of Shares   For Withheld Broker Non-Votes Meryl S. Golden 5,820,888 41,443 4,166,902 Thomas Newgarden 5,743,623 118,708 4,166,902 Floyd R. Tupper 5,493,495 368,836 4,166,902 William L. Yankus 5,608,958 253,373 4,166,902 Manmohan Singh 5,728,865 133,466 4,166,902 Pranav Pasricha 5,810,077 52,254 4,166,902 2.   Ratification of the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025: For 9,997,477 Against 24,421 Abstentions 7,335 3.   Advisory vote on the compensation of the Company’s named executive officers : For 5,517,003 Against 324,524 Abstentions 20,804 Broker Non-Votes 4,166,902 4.   Advisory basis, whether future advisory votes on the Company’s executive compensation should be held every one, two or three years : 3 Years 884,582 2 Years 23,781 1 Year 4,940,857 Abstentions 13,111 The Press Release also announced the actions taken by the stockholders at the Annual Meeting. Item 9.01 Financial Statements and Exhibits . (d)   Exhibits . Number Description     99.1 Press release, dated August 6, 2025, issued by Kingstone Companies, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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 7, 2025 By: /s/ Meryl Golden       Meryl Golden       Chief Executive Officer and President
Filing details
Ticker
KINS
CIK
33992
Form type
8-K
Filing date
Aug 7, 2025
Report date
Aug 6, 2025
Document
kins8625.htm
Size
2.1 MB