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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): November 19, 2021

 

Midwest Holding Inc.

(Exact name of registrant as specified in its charter)

 

delaware   001-39812   20-0362426
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer Identification No.)

 

2900 South 70th Street, Suite 400

Lincoln, Nebraska 68506
(Address of principal executive offices) (Zip Code)

 

(402) 489-8266

(Registrant’s telephone number, including area code)

 

  Not Applicable  
  (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 Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Voting Common Stock, $0.001 par value MDWT 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 Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 19, 2021, the Company’s Co-Chief Executive Officer, A. Michael Salem, resigned as an officer and director of the Company as well as any other positions he held with the Company and its subsidiaries.

 

Pursuant to the employment agreement between Mr. Salem and the Company, he is entitled to receive amounts equal to his annual base salary of $300,000 and a bonus of $225,000 (both amounts payable in quarterly installments over the twelve months following the date of his resignation), as well as full vesting of his stock options for 74,751 shares of the Company’s common stock at an exercise price of $41.25 per share, provided that he (i) signs and does not revoke the release contemplated by his employment agreement and (ii) remains in compliance during the twelve-month period with the non-compete provisions contained in his employment agreement.

 

Also, on November 19, 2021, the Company’s Board of Directors made the following changes to the Company’s executive officer and Board positions:

 

· Georgette C. Nicholas, age 57, was appointed Chief Executive Officer. Prior to her promotion, Ms. Nicholas was the Company’s President and Chief Financial Officer. Ms. Nicholas will continue as interim Chief Financial Officer until the Company hires a replacement. In addition, in accordance with the Company’s Amended and Restated Bylaws, Ms. Nicholas was appointed to the Board of Directors to replace the Board position vacated by Mr. Salem. Ms. Nicholas previously held the position of CEO and Managing Director for Genworth Mortgage Insurance Australia, a publicly listed ASX company in Sydney, Australia from October 2015 through March 2020. She also held various roles with Genworth Financial, Inc. in investor relations, and chief financial officer roles. Ms. Nicholas also worked in public accounting, including as a firm director with Deloitte.

 

· Mike Minnich replaced Ms. Nicholas as President and will no longer serve as Co-Chief Executive Officer.

 

· Independent director John T. Hompe was appointed as the Non-Executive Chair of the Board.

 

On November 22, 2021, the Company issued a press release regarding the matters set forth in this report. A copy of the press release is furnished herewith as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are included with this Current Report on Form 8-K:

 

Exhibit No.   Description
99.1    Press Release dated November 22, 2021.
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

 

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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, thereunto duly authorized.

 

Dated: November 22, 2021.

 

  MIDWEST HOLDING INC.

 

By: /s/ Georgette C. Nicholas
  Name: Georgette C. Nicholas
  Title: Chief Executive Officer

 

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 Exhibit 99.1

 

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Midwest Holding Announces CEO and Board Chair Changes

 

A. Michael Salem Resigns as Co-CEO

Georgette Nicholas Appointed CEO

Mike Minnich Named President and CIO

John Hompe Appointed Non-Executive Board Chair

 

Lincoln, NE., November 22, 2021 /PRNewswire/ Midwest Holding Inc (“Midwest”) (NASDAQ: MDWT) today announced that A. Michael Salem, one of the company’s Co-Chief Executive Officers, has resigned as an officer and director and will leave the company, effective immediately.

 

Georgette C. Nicholas was appointed as Chief Executive Officer and a member of Midwest’s board of directors (the “Board”). Ms. Nicholas was previously the company’s President and Chief Financial Officer. Ms. Nicholas will continue as interim Chief Financial Officer until the company hires a replacement. Mike Minnich was named President and will no longer serve as Co-Chief Executive Officer. He will continue as the Chief Investment Officer. Independent director John T. Hompe was appointed as Non-Executive Chair of the Board.

 

"On behalf of the Board, we thank Michael for his dedication to Midwest and for the valuable contributions he has made since 2018 – we wish him well for the future,” Hompe said. “He has led the company through a period of growth and innovation and leaves Midwest in a position to build upon. We are very pleased that Georgette has agreed to serve as the new Chief Executive Officer. She brings more than 30 years’ experience in the global financial services industry including insurance, reinsurance and capital markets experience.  Ms. Nicholas has leveraged her business and financial acumen to drive strategy and results that the Board believes are important to Midwest’s success as we navigate the next few years to drive the Company forward. These changes will allow Mike to focus on key operational and investment initiatives, while Georgette will focus on the execution of the company’s focused strategy. With Georgette, Mike and the rest of the team, the Board is confident the company will be able to capitalize on its strengths and work to increase shareholder value.”

 

”I have the utmost confidence in the future of Midwest under Georgette’s leadership. She is the leader we need for this next stage of Midwest. Michael has been a tremendous partner and incredible innovator. We built this business model from the ground up together and I am sad to see him go. As we move forward, we will be focused on execution and Georgette has my full support,” remarked Minnich.

 

Nicholas said, "I am excited to take on the role of Chief Executive Officer of Midwest. We have a strong team and will remain focused on our priorities to build shareholder value.  The business is strongly capitalized, and we will work to improve our performance and build on the foundation in place.  I look forward to working with the Board and team as we maintain our focus on creating value for all our stakeholders."

 

 

 

 

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Ms. Nicholas brings public company experience as the previous CEO and Managing Director for Genworth Mortgage Insurance Australia, a publicly listed ASX company in Sydney, Australia along with various roles at Genworth Financial, Inc. in investor relations, and chief financial officer roles.  Ms. Nicholas also worked in public accounting, including as a firm director with Deloitte.

 

Hompe was the Managing Partner and co-founder of J.P. Charter Oak Advisors LLC, a private investment firm focused on the financial services industry from 2012 to 2019. Mr. Hompe has worked in the financial services sector for more than 35 years. He has held numerous board positions with insurance companies during his career.

 

About Midwest Holding Inc.

 

Midwest Holding Inc. is a technology-enabled, services-oriented annuity platform. Midwest designs and develops in-demand life and annuity products that are distributed through independent distribution channels, to a large and growing demographic of U.S. retirees. Midwest originates, manages and transfers these annuities through reinsurance arrangements to asset managers and other third-party investors, who are actively seeking these financially attractive products. Midwest also provides the operational and regulatory infrastructure and expertise to enable asset managers and third-party investors to form, capitalize and manage their own reinsurance capital vehicles.

 

SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this release constitute forward-looking statements. These statements are based on management's expectations, estimates, projections and assumptions. In some cases, you can identify forward-looking statements by terminology including "could," "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "intend," or "continue," the negative of these terms, or other comparable terminology used in connection with any discussion of future operating results or financial performance. These statements are only predictions and reflect our management's good faith present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that may cause our actual results to differ materially from those contemplated in such forward-looking statements include among others, the following:

 

· the success of the changes in our executive leadership;

· our business plan, particularly including our reinsurance strategy, may not prove to be successful;

· our reliance on third-party insurance marketing organizations to market and sell our annuity insurance products through a network of independent agents;

· failure to maintain adequate reinsurance;

· our inability to expand our insurance operations outside the 22 states and District of Columbia in which we are currently licensed;

· our annuity products may not achieve significant market acceptance;

· failure to obtain new customers, retain existing customers, or reductions in policies in force by existing customers; and

· higher service, administrative, or general expense due to the implementation of our business plan.

 

 

 

 

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Readers are cautioned against placing undue reliance on any such forward-looking statements.  For details on factors that could affect these expectations, see also the risk factors and other cautionary language included in Midwest's filings with the SEC, which can be obtained online at the website of the U.S. Securities and Exchange Commission at http://www.sec.gov or on Midwest's website at http://www.midwestholding.com. Except as required by law, Midwest does not undertake to update forward-looking statements contained in this release.

 

For more information, please visit www.midwestholding.com

 

Investor contact: ir@midwestholding.com
Media inquiries: press@midwestholding.com

 

SOURCE Midwest Holding Inc.