Kingstone Companies (KINS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for August 7, 2024, to elect eight directors, approve the 2024 Equity Participation Plan, ratify Marcum LLP as auditor, and hold a say-on-pay vote.

• Proxy materials are available online, and shareholders can vote by internet, phone, or mail.

• Only common stockholders as of June 14, 2024, are eligible to vote, with cumulative voting allowed for director elections.

Voting matters and shareholder proposals

• Proposals include election of eight directors, approval of the 2024 Equity Participation Plan, ratification of Marcum LLP as auditor, and an advisory vote on executive compensation.

• Shareholders may submit proposals or director nominations for future meetings, following specific advance notice and disclosure requirements.

• Cumulative voting is permitted for director elections, and abstentions/broker non-votes are handled per NYSE rules.

Board of directors and corporate governance

• Board consists of eight directors, with a mix of executive and independent members.

• Committees include Audit, Nominating and Corporate Governance, Compensation and Finance, and Corporate Sustainability and Risk Management.

• Board diversity matrix provided; independent directors chair all key committees.

• Board held nine meetings in 2023; all directors attended at least 75% of meetings.