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) ~~December~~June 193, ~~2024~~2025

US ALLIANCE CORPORATION

(Exact name of registrant as specified in its charter)

Kansas	000-55627	26-4824142
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1303 SW First American Pl~~, Suite 200~~

Topeka, Kansas 66604

(Address of principal executive offices) (Zip Code)

(785) 228-0200

(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:

Securities registered pursuant to Section 12(b)of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Title of each class Trading Symbol Name of each exchange on which registered None N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.1b-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(s) of the Exchange Act. ☐

~~ITEM~~Item 5.~~02.~~07 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

~~Jennifer~~The ~~Schmidt~~2025 ~~resigned~~Annual ~~from~~Meeting (the ~~Board~~“Annual Meeting”) of ~~Directors (~~the ~~“Board”)~~stockholders of US Alliance Corporation, a Kansas corporation (the “Company”) ~~and~~was ~~from~~held ~~the~~on ~~Company’s~~June ~~Compensation~~2, ~~and~~2025 ~~Nominating~~at ~~Committees,~~the ~~effective~~Company’s ~~December~~Topeka ~~19, 2024~~headquarters. ~~Ms.~~Stockholders ~~Schmidt~~representing ~~did~~3,019,839 ~~not~~shares ~~resign~~of ~~from~~ the ~~Board~~Company's ~~and~~common ~~committees~~stock, ~~due~~or toapproximately ~~any~~38% ~~disagreement~~of ~~with~~ the Company.'s ~~Ms.~~outstanding ~~Schmidt~~stock ~~forfeits~~and ~~all~~representing ~~shares~~a ~~awarded~~quorum ~~under~~as defined in the ~~restricted~~Company's ~~stock~~Bylaws, ~~agreement~~were ~~entered~~present ~~into~~in onperson ~~December~~or ~~11,~~by ~~2024~~proxy.

~~The~~At the Annual Meeting, the Company's ~~does~~stockholders ~~not~~(1) ~~intend~~elected the Company's five nominees for director, each to ~~select~~serve for a ~~replacement~~one-year ~~for~~term, Ms(2) ratified the appointment of Crowe LLP as the Company's independent registered public accounting firm, (3) approved an advisory vote on 2024 executive compensation, and (4) approved an advisory vote on frequency of further say-on-pay advisory votes. ~~Schmidt~~Proxies atsubmitted ~~this~~by ~~time~~the Company's stockholders further authorized Jack Brier and John Helms, as proxyholders, to vote upon any other matters coming before the Annual Meeting and any adjournment thereof, but no other matters were submitted to a vote.

The final voting results for each proposal submitted to a vote of the stockholders were as follows:

PROPOSAL 1 - ELECTION OF DIRECTORS:

Name	Voted For	Voted to Withhold
Jack Brier	2,909,286	94,058
William Graves	2,919,846	81,812
John Helms	2,917,800	83,858
James Poolman	2,856,980	144,678
JuliAnn Mazachek	2,922,600	79,058

PROPOSAL 2 - RATIFICATION OF CROWE LLP:

Voted For	Voted Against	Abstained
2,842,774	49,889	123,535

PROPOSAL 3 – ADVISORY VOTE ON 2024 EXECUTIVE COMPENSATION:

Voted For	Voted Against	Abstained
2,609,948	158,611	207,251

PROPOSAL 4 – ADVISORY VOTE ON FREQUENCY OF FURTHER SAY-ON-PAY VOTES:

Every Year	Every Two Years	Every Three Years
1,280,318	308,372	1,328,420

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	US ALLIANCE CORPORATION
December 27, 2024	By:	/s/ Jack H. Brier
Date: June 3, 2025	By:	/s/ Jack H. Brier
		Jack H. Brier President and Chairman
		Jack H. Brier

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