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): April 15, 2024
KINGSTONE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-01665
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36-2476480
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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15 Joys Lane
Kingston, New York
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12401
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(Address of principal executive offices)
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(Zip code)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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KINS
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NASDAQ Capital Market
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e) On April 15, 2024, Kingstone Companies, Inc. (the “Company”) and Meryl Golden, the Company’s President and Chief Executive Officer, entered into a
Third Amended and Restated Employment Agreement (the “Amended Employment Agreement”). The Amended Employment Agreement is effective as of January 1, 2025 and expires on December 31, 2026. The Amended Employment Agreement extends the expiration
date of the employment agreement currently in effect for Ms. Golden (the “Current Employment Agreement”) from December 31, 2024 to December 31, 2026.
Pursuant to the Amended Employment Agreement, Ms. Golden is entitled to receive an annual base salary of
$550,000 (increased from $500,000 currently in effect) and an annual bonus equal to 3% of the Company’s, consolidated income from operations before taxes, exclusive of the Company’s consolidated net investment income (loss), net unrealized gains
(losses) on equity securities and net realized gains (losses) on investments, up to a maximum of 1.25 times her base annual salary (the same as currently in effect). Pursuant to the
Amended Employment Agreement (and as provided for in the Current Employment Agreement), in the event that Ms. Golden’s employment is terminated by the Company without cause or she resigns for good reason (each as defined in the Amended Employment
Agreement), Ms. Golden would be entitled to receive her base salary and the 3% bonus for the remainder of the term. Ms. Golden would be entitled, under certain circumstances, to a payment equal to 1.5 times her then annual salary and her accrued
3% bonus in the event of the termination of her employment following a change of control of the Company (also as is provided for in the Current Employment Agreement). Pursuant to the Amended Employment Agreement, Ms. Golden will be entitled to
receive, under certain circumstances, a grant, during each of January 2025 and January 2026, of 40,000 shares of restricted stock. The 2025 grant will become vested with respect to one-half of the award on the first anniversary of the grant date
and one-half on December 31, 2026. The 2026 grant will become vested on December 31, 2026. The above grants are generally consistent with the grants provided for in the Current Employment Agreement. In the event that the Company is
precluded from making a grant to Ms. Golden in either 2025 or 2026, she would instead be entitled to a cash bonus of $136,500 for such year.
The foregoing description of the Amended Employment Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Amended Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
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Item 7.01
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Regulation FD Disclosure.
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On April 17, 2024, the Company issued a press release (the “Press Release”) announcing that the Company and Meryl Golden, the
Company’s President and Chief Executive Officer, entered into the Amended Employment Agreement. A copy of the Press Release is furnished as Exhibit 99.1 hereto.
The information in the Press Release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the information in
the Press Release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act unless specifically identified therein as being incorporated therein by reference. The furnishing of the information
in this Current Report on Form 8-K with respect to the Press Release is not intended to, and does not, constitute a determination or admission by the Company that the information in this Report with respect to the Press Release is material or
complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits:
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10.1
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Third Amended and Restated Employment Agreement, dated as of April 15, 2024, by and between Kingstone Companies, Inc. and Meryl S. Golden.
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99.1
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Press release, dated April 17, 2024, issued by Kingstone Companies, Inc.
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104
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Cover Page Interactive Data File (embedded within the inline XBRL document).
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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 hereunto duly authorized.
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KINGSTONE COMPANIES, INC.
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Dated: April 17, 2024
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By:
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/s/ Barry B. Goldstein
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Barry B. Goldstein
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Chairman of the Board
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