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 13, 2018
Midwest Holding Inc.
(Exact name of registrant as specified in its charter)
NEBRASKA | 000-10685 | 20-0362426 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||
of incorporation) |
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)) |
TABLE OF CONTENTS
Item 5.07 Submission of Matters to a Vote of Security Holders
Item 9.01 Financial Statements and Exhibits
Signatures
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Item 5.07 – Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of Midwest Holding Inc. (the Company) was held on Tuesday, November 13, 2018, at which the Company’s shareholders voted on the proposals indicated below. Record holders of voting common stock and Series C Preferred Stock (the “Preferred Stock”) at the close of business on September 28, 2018 (the “Record Date”) were entitled to vote at the annual meeting. On the Record Date, there were 22,860,701 shares of voting common stock outstanding and entitled to vote and 1,500,000 shares of Preferred Stock entitled to vote on an “as converted” basis along with the voting common stock. The Preferred Stock was entitled to cast 72,854,474 votes thereby giving it approximately 76.2% of the total 95,715,175 votes eligible to be voted at the annual meeting. Common shareholders owning a total of 11,743,900 shares of voting common stock voted at the annual meeting, representing approximately 51.34% of the shares of the voting common stock outstanding as of the Record Date. The owner of the Preferred Stock voted 100% of the Preferred Stock outstanding as of the Record Date.
Election of Directors.
Eight board nominees for director were elected by a majority of the votes cast for terms expiring at the 2019 annual meeting of shareholders. The Company solicited proxies and the Board of Directors of the Company nominated for election the following three persons: Firman Leung, John T. Hompe, Jack Theeler, and, for purposes of the annual meeting, the holder of the Preferred Stock nominated the following five persons: Scott Morrison, Mark A. Oliver, Steve Conner, Todd Boeve and Dana Stapleton. The voting results were as follows:
Number of Votes | ||||||||||
Against and | ||||||||||
Number of | Authority | Broker | ||||||||
Nominee | Votes For | Withheld | Abstentions | Non-Votes | Uncast | |||||
Elected by Common Stock: | ||||||||||
Firman Leung | 9,326,165 | 1,008,628 | - | 1,408,408 | 699 | |||||
Jack Theeler | 9,238,484 | 1,097,008 | - | 1,408,408 | - | |||||
John T. Hompe | 9,337,026 | 997,767 | - | 1,408,408 | 699 | |||||
Elected by Preferred Stock: | ||||||||||
Mark A. Oliver | 1,500,000 | - | - | - | - | |||||
Scott Morrison | 1,500,000 | - | - | - | - | |||||
Steve Conner | 1,500,000 | - | - | - | - | |||||
Dana Stapleton | 1,500,000 | - | - | - | - | |||||
Todd Boeve | 1,500,000 | - | - | - | - |
Amendment to the Company’s Amended and Restated Articles of Incorporation
An amendment to increase the number of authorized shares of capital stock of the Company was approved by the shareholders of the Company. The Preferred Stock voted with the majority of the voting common stock voting at the annual meeting. The voting results were as follows:
Number of | Broker | |||||||||
Votes | Non- | |||||||||
Class of Stock | Number of Votes For | Against | Abstentions | Votes | Uncast | |||||
Common Stock | 10,492,367 | 1,033,687 | 216,491 | - | 1,355 | |||||
Preferred Stock (1) | 72,854,474 | - | - | - | - |
_______
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits .
The following exhibits are filed herewith:
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Exhibit | ||
No. | Description | |
3.1 | Articles of Amendment to the Amended and Restated Articles of Incorporation of Midwest Holding, Inc. dated November 13, 2018. |
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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, thereunto duly authorized.
Dated: November 16, 2018.
MIDWEST HOLDING INC. | |
By: /s/ Mark A. Oliver | |
Name: Mark A. Oliver | |
Title: Chief Executive Officer |
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EXHIBIT INDEX
Exhibit | ||
No. | Description | |
3.1 | Articles of Amendment to the Amended and Restated Articles of Incorporation of Midwest Holding, Inc. dated November 13, 2018. |
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Exhibit 3.1
ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
MIDWEST HOLDING INC.
ARTICLE I
The name of the corporation is Midwest Holding Inc.
ARTICLE II
Article II of the Amended and Restated Articles of Incorporation (the “Articles”) of Midwest Holding Inc. (the “Corporation”), as filed with the Secretary of State of the State of Nebraska, is hereby amended by deleting and replacing Article II of the Articles in its entirety so that, as further amended, Article II shall be and read as follows:
“ARTICLE II.
The total number of shares of capital stock of all classes of which this corporation shall have authority to issue is TWO BILLION (2,000,000,000), all having a par value of One-Tenth of One Cent ($0.001) per share, consisting of the following: (a) ONE BILLION NINE HUNDRED SEVENTY MILLION (1,970,000,000) shares of voting common stock (the “Voting Common Stock”); (b) TWENTY MILLION (20,000,000) shares of non-voting common stock (the “Non-Voting Common Stock” and together with the Voting Common Stock, the “Common Stock”; and (c) TEN MILLION (10,000,000) shares of preferred stock.
ARTICLE III
The amendment set forth in Article II above was adopted on November 13, 2018.
ARTICLE IV
Pursuant to the requirements of Nebraska Revised Statutes Section 21-2, 155, the foregoing amendment was duly adopted pursuant to a resolution duly approved by the members of the Board of Directors of the Corporation as of November 13, 2018, and duly approved by the shareholders of the Corporation in the manner required by the Nebraska Model Business Corporation Act and by the Corporation's Articles.
[Signature on following page]
IN WITNESS WHEREOF, the undersigned, being the duly elected Chief Executive Officer of Midwest Holding Inc., does hereby certify, under penalties of perjury, that the facts hereinabove stated are truly set forth and, accordingly, such officer has hereunto set his hand as of November 13, 2018.
MIDWEST HOLDING INC. | |
By /s/ Mark A. Oliver | |
Mark A. Oliver, Chief Executive Officer |
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