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): June 6, 2023

Date of Report (Date of earliest event reported): March 1, 2023

Midwest Holding Inc.

(Exact name of registrant as specified in its charter)


delaware	001-39812	20-0362426
DELAWARE(State or other jurisdiction	001-39812(Commission File Number)	20-0362426(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(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~~Address of principal executive offices) ~~489-8266~~ (Zip Code)

(402) 817-5701

(Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check ~~Not~~the ~~Applicable~~appropriate box below ~~(Former~~if ~~name~~the orForm 8-K filing ~~former~~is ~~address,~~intended ifto ~~changed~~simultaneously ~~since~~satisfy ~~last~~the ~~report)~~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)

~~Check~~¨ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~14a-12):\

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐¨ ~~Written~~Pre-commencement communications pursuant to Rule ~~425~~13e-4(c) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~13e-4 (c))

☐ 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 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAs ~~May~~described ~~15,~~in ~~2023~~Item 5.07 of this Current Report on Form 8-K, Midwest Holding Inc. (the “Company”) ~~issued~~held aits ~~press~~annual ~~release~~meeting ~~announcing~~of ~~its~~stockholders ~~financial~~on June ~~and~~6, ~~operating~~2023 ~~results~~(the “Annual Meeting”) at which the Company's stockholders approved the Company’s proposal for the re-election ~~three~~of ~~months~~two ~~ended~~individuals ~~March~~to ~~31,~~serve ~~2023.~~as Adirectors ~~copy~~of the Company for three-year terms expiring on the date of the ~~press~~annual ~~release~~meeting isof stockholders ~~furnished~~in ~~herewith~~2026 asor ~~Exhibit~~until 99their respective successors are elected and qualified.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

~~The~~At ~~information~~the inCompany’s ~~this~~Annual ~~Current~~Meeting ~~Report~~its stockholders voted on ~~Form~~the proposals ~~8-K~~indicated ~~furnished~~below. ~~pursuant~~Record toholders ~~Item~~of ~~2.02,~~the ~~including~~Company’s ~~Exhibit~~voting ~~99.1~~common stock, ~~shall~~par ~~not~~value be$0.001 ~~deemed~~per toshare be (“~~filed~~Common Stock”) at ~~for~~ the ~~purposes~~close of ~~Section~~business 18on ofApril 12, 2023 (the ~~Securities~~“Record ~~Exchange~~Date”) ~~Act~~were ofentitled ~~1934,~~to asvote ~~amended~~at (the ~~“Exchange~~Annual ~~Act”)~~Meeting. On the Record Date, orthere ~~otherwise~~were ~~subject~~3,728,601 toshares ~~liability~~of ~~under~~Common ~~that~~Stock ~~section,~~outstanding and ~~shall~~entitled ~~not~~to bevote. ~~deemed~~In ~~incorporated~~total, by2,583,948 ~~reference~~shares inof ~~any~~Common ~~filing~~Stock were ~~under~~represented at the ~~Securities~~Annual ~~Act~~Meeting, constituting approximately 69.3% of ~~1933,~~the shares outstanding and entitled to vote as ~~amended~~of (the ~~“Securities~~Record Date. ~~Act”),~~These orproposals are described in detail in the ~~Exchange~~Company’s ~~Act,~~definitive ~~except~~Proxy asStatement ~~shall~~on beSchedule ~~expressly~~14A ~~set~~(the ~~forth~~“Proxy byStatement”) filed ~~specific~~with ~~reference~~the inSecurities ~~such~~and ~~filing~~Exchange Commission on April 24, 2023.

Election of Directors:

~~Item~~The 9first proposal was the election to the Board of Directors of two directors named in the Proxy Statement.01 ~~Financial~~Georgette ~~Statements~~Nicholas and ~~Exhibits~~Mike Minnich were re-elected as Class II Directors. The votes for these elected directors were as follows:

Nominee	For	Against	Abstain	Broker Non-Votes
Georgette Nicholas	1,959,948	2,739	110	621,151
Mike Minnich	1,959,950	2,731	116	621,151

~~(d)~~The ~~Exhibits~~Company’s continuing directors after the Annual Meeting are Georgette Nicholas, Mike Minnich, Nancy Callahan, Diane Davis, John Hompe, Firman Leung, Yadin Rozov and Kevin Sheehan.

Advisory, Non-Binding Vote on the Compensation of the Company’s Named Executive Officers

The ~~following~~second ~~exhibits~~proposal ~~are~~was ~~included~~an ~~with~~advisory, non-binding ~~this~~vote ~~Current~~on ~~Report~~the compensation of the Company’s named executive officers, which was approved by the Company’s stockholders. The votes on ~~Form~~the ~~8-K~~proposal were:

For		Against		Abstain		Broker Non-Votes
1,950,462		3,634		8,701		621,151


Exhibit No.			Description
99.1			Press Release dated May 15, 2023.
104			Cover Page Interactive Data File (formatted as inline XBRL).

Ratification of the Appointment of Mazars USA LLP as the Company’s Independent Registered Public Accounting Firm for the 2023 Fiscal Year

The third proposal was a vote to ratify the appointment of Mazars USA LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, which was approved by the Company’s stockholders. The votes on the proposal were:

For		Against		Abstain
2,582,974		519		455

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.

~~SIGNATURE~~Dated: June 9, 2023

MIDWEST HOLDING INC. By: /s/ Georgette Nicholas Name: Georgette Nicholas Title: Chief Executive Officer

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: May 15, 2023

MIDWEST HOLDING INC. By: /s/ Georgette Nicholas Name: Georgette Nicholas Title: Chief Executive Officer

Filing Compare · MIDWEST HOLDING INC.