UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
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Preliminary Proxy
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy
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Definitive Additional
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Soliciting Material Pursuant to §240.14a-12
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Midwest Holding Inc.
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(Name of Registrant as
Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
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MIDWEST HOLDING INC.
2900 South 70th Street, Suite
400
Lincoln, Nebraska 68506
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
To be held on Tuesday, June
13, 2017, at 10:00 a.m., Central Time
To the Shareholders of
Midwest Holding Inc.:
NOTICE IS HEREBY GIVEN that
the Annual Meeting of Shareholders of Midwest Holding Inc., a Nebraska
corporation (Midwest), will be held on Tuesday, June 13, 2017, at 10:00 a.m.
Central Time at The Hilton Garden Inn, Downtown Haymarket, 801 R Street,
Lincoln, NE 68508 for the following purposes:
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1.
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To elect eight (8)
directors of Midwest to serve until the next annual meeting of
shareholders or until their successors are duly elected and
qualified;
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2.
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To ratify the
appointment of RSM US LLP as Midwests independent auditors for
2017;
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3.
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To consider and act
upon such other business as may properly be brought before the Annual
Meeting and any adjournment thereof.
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The Board of Directors has
fixed the close of business on April 17, 2017 as the record date for the
determination of shareholders entitled to receive notice of and to vote at the
Annual Meeting or any adjournment thereof. Shares of Common Stock may be voted
on at the Annual Meeting only if the holder is present at the Annual Meeting in
person or by valid proxy.
Whether or not you plan
to attend the Annual Meeting, you are urged to mark, date, and sign the enclosed
proxy card and return it promptly so that your vote can be recorded.
Alternatively, you may vote by telephone or on the internet. Instructions for
voting by telephone or online are included on the enclosed proxy card.
If you are present at the
Annual Meeting and desire to do so, you may revoke your proxy and vote in
person.
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BY ORDER OF THE BOARD
OF DIRECTORS
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Mark
A. Oliver
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Chairman and
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Chief Executive Officer
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Dated: April 28, 2017
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Lincoln, Nebraska
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IMPORTANT NOTICE
REGARDING AVAILABILITY OF PROXY MATERIALS
Pursuant to rules
promulgated by the Securities and Exchange Commission (SEC), we have elected
to provide access to our proxy materials both by: (i) sending you this full set
of proxy materials, including a proxy card; and (ii) notifying you of the
availability of our proxy materials on the internet.
This Notice of Meeting and Proxy Statement, and
our Annual Report to Shareholders for the fiscal year ended December 31, 2016,
are available online and may be accessed at
www.envisionreports.com/MDH
. In accordance with SEC rules, we do not use
cookies or other software that identifies visitors accessing these materials
on this website.
We encourage
you to access and review all of the important information contained in the proxy
materials before voting.
MIDWEST HOLDING INC.
2900 South 70th Street, Suite
400
Lincoln, Nebraska 68506
____________________________________
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 13, 2017
____________________________________
GENERAL INFORMATION
This proxy statement is
furnished in connection with the solicitation of proxies from the shareholders
of Midwest Holding Inc., a Nebraska corporation, to be voted at the Annual
Meeting of Shareholders of Midwest (the Annual Meeting) to be held at
The Hilton Garden Inn, Downtown
Haymarket, 801 R Street, Lincoln, Nebraska 68508 on Tuesday, June 13, 2017, at
10:00 a.m. Central Time
and any
adjournment thereof. The terms Midwest, Midwest Holding, the Company,
we, us, and our refer to Midwest Holding Inc.
THE ENCLOSED PROXY IS SOLICITED BY MIDWESTS BOARD
OF DIRECTORS.
If not otherwise
specified, all proxies received pursuant to this solicitation will be voted
FOR the proposals as specified in this proxy statement and, at the discretion
of the proxy holder, upon such other matters as may properly come before the
Annual Meeting or any adjournment thereof.
This proxy statement is
being sent to each holder of record of the outstanding shares of $0.001 par
value voting common stock of Midwest (the Common Stock), as of April 17, 2017
(the Record Date), in order to furnish each shareholder information relating
to the business to be transacted at the Annual Meeting. This proxy statement and
the enclosed proxy card are being mailed to shareholders of Midwest on or about
April 28, 2017. Midwest will bear the cost of soliciting proxies from its
shareholders. If necessary, officers and regular employees of Midwest may by
telephone, written communication, e-mail or personal interview, request the
return of proxies.
Voting Procedures and
Proxies
Only shareholders of record
at the close of business on the Record Date are entitled to vote, either in
person or by valid proxy, at the Annual Meeting. If you are unable to attend the
Annual Meeting, please complete the enclosed proxy and return it to us so that
your shares will be represented. When the enclosed proxy is duly executed and
returned in advance of the Annual Meeting, and is not revoked, the shares of
Common Stock represented thereby will be voted in accordance with the authority
and instructions contained therein. In the event that any such instrument in
writing shall designate two (2) or more persons to act as proxies, a majority of
such persons present at the Annual Meeting, or, if only one shall be present,
then that one shall have and may exercise all of the powers conferred by such
written instrument upon all of the persons so designated unless the instrument
shall otherwise provide. No such proxy shall be valid after the expiration of
eleven (11) months from the date of its execution, unless the instrument
otherwise provides.
Outstanding Voting
Securities
On the Record Date, Midwest
had issued and outstanding 22,558,956 shares of Common Stock, all of which are
entitled to vote at the Annual Meeting. No other voting securities of Midwest
are outstanding.
Voting
Rights
The holders of shares of
Common Stock are entitled to one vote per share, except in the election of
directors for which each shareholder has cumulative voting rights pursuant to
the Nebraska Business Corporation Act. Cumulative voting rights for the election
of directors means that each shareholders total number of votes is determined
by multiplying the number of shares held by eight (8), which is the number of
directors being elected. The shareholder has the right to vote pro-ratably for
all directors by checking the box labeled FOR, to withhold authority to vote
by checking the box labeled WITHHOLD, or to vote a specific number of shares
for each director by writing "CUMULATE FOR" on the line below and entering the
name and number of shares voted on that line. NOTE: If shares voted by CUMULATE
FOR exceed total votes available to the shareholder, the proxy is spoiled and
none of the votes can be recorded. There are no conditions precedent to the
exercise of cumulative voting rights under the Nebraska Business Corporation Act
or in the Article of Incorporation or bylaws of the Company.
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Quorum Requirement
In order to transact
business at the Annual Meeting, a quorum must be present. A quorum is present if
the holders of a majority of the total number of shares of Common Stock issued
and outstanding as of the Record Date are represented at the Annual Meeting in
person or by proxy. Shares that are entitled to vote but that are not voted at
the direction of the holder (called abstentions) and shares that are not voted
by a broker or other record holder due to the absence of instructions from the
beneficial owner (called broker non-votes) will be counted for the purpose of
determining whether a quorum is present.
Required Vote
Other than the election of
Directors, which requires a plurality of the votes cast, each matter to be
submitted to the shareholders requires the affirmative vote of a majority of the
votes cast at the Annual Meeting. For purposes of determining the number of
votes cast with respect to a particular matter, only those cast FOR or
AGAINST are included. Proxies marked ABSTAIN and non-votes are counted only
for purposes of determining whether a quorum is present at the Annual Meeting.
Right to Attend Annual
Meeting: Revocation of Proxy
Returning a proxy card now
will not interfere with a shareholders right to attend the Annual Meeting or to
vote shares of Common Stock personally at the Annual Meeting, if the shareholder
wishes to do so. Any shareholder giving a proxy may revoke such proxy at any
time before it is voted by delivering to Midwest at the address above a written
notice of revocation or a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.
Costs of Solicitation
Midwest will bear the cost
of solicitation of proxies, which we expect to be nominal. Proxies will be
solicited by mail and may be solicited personally by directors, officers or
regular employees, who will not receive any additional compensation for such
services.
How to Read this Proxy
Statement
Set forth below are the
proposals to be considered by shareholders at the Annual Meeting, as well as
important information concerning, among other things, Midwests management and
Board of Directors; executive compensation; transactions between Midwest and its
officers, directors and affiliates; the stock ownership of certain beneficial
owners and management; the services provided to Midwest by and fees of RSM US
LLP, Midwests independent registered public accounting firm; and how
shareholders may make proposals at the next annual meeting.
EACH SHAREHOLDER SHOULD READ THIS INFORMATION
BEFORE VOTING.
How to Vote Proxy
Instructions
For 2017, Midwest has
arranged for telephone and internet voting procedures to be used. These
procedures have been designed to authenticate the shareholders identity, to
allow the shareholder to give instructions and to confirm that those
instructions have been recorded properly. If you choose to vote by telephone or
by using the internet, please refer to the specific instructions on the proxy
card.
The deadline for voting by
telephone or the internet is 1:00 a.m. Central Time on Tuesday, June 13,
2017
. If you wish to vote using
the proxy card, complete, sign and date your proxy card and return it to Midwest
before the Annual Meeting.
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PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting, the
shareholders of Midwest will elect eight (8) directors to serve as the Board of
Directors until the 2018 Annual Meeting of Shareholders, or until their
successors are elected and qualified. The Board of Directors has nominated for
election the following eight (8) persons: Steve Conner, John T. Hompe, Mark A.
Oliver, Scott Morrison, Jack Theeler, Firman Leung, Todd Boeve and Dana
Stapleton. Each of these individuals currently serves as a director of Midwest;
two (2) of these individuals, Mark A. Oliver and Todd Boeve, also serve as
corporate officers and employees. Should any of the nominees become unable or
unwilling to accept nomination or election, it is intended, in the absence of
contrary specifications, that the proxies will be voted for the balance of those
named and for a substitute nominee or nominees; however, the Board of Directors
knows of no reason to anticipate such an occurrence. All of the nominees have
consented to be named as nominees and to serve as directors if elected.
Information Concerning
Executive Officers and Director Nominees
Information concerning the
names, ages, positions with Midwest, tenure as a director, and business
experience of our executive officers and director nominees is set forth below.
All executive officers are appointed annually by the Board of Directors.
Name
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Age
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Position
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Director Since
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Steve Conner
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62
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Director
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2015
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John
T. Hompe
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54
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Director
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2015
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Mark A. Oliver
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58
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Chairman of the Board / CEO
/
Treasurer and Director
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2010
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Firman Leung
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59
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Director
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2016
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Scott Morrison
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42
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Director
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2015
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Jack
Theeler
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69
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Director
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2012
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Dana
Stapleton
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47
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Director
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2015
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Todd
Boeve
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49
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V.P., Corporate Secretary, Director
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2017
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STEVE CONNER:
Mr. Conner served as a director
of Rocky Mountain Capital Corp., a company whose successor was acquired by
Midwest, from 2010 to 2015. He was appointed to the Board of First Wyoming in
2015 and served on that board until that company was acquired by Midwest in
2015. He served as a Consultant to Midwest PMS, Inc., an agricultural feed
supplement manufacturer, from 1975 to 2016. Mr. Conner also serves on The Board
of American Life.
The Board, in reviewing and
assessing the contributions of Mr. Conner to the Board, determined that his
business experience in managing entities brings a unique perspective as an
outside director. His experience, management skills and operational capabilities
provide the Board with a valuable resource for corporate strategy.
JOHN T. HOMPE:
Mr. Hompe is the Managing Partner
and co-founder of J.P. Charter Oak Advisors LLC, a private investment firm
focused on the financial services industry. Mr. Hompe has worked in the
financial services sector for more than 30 years. He has held numerous board
positions with insurance companies during his career. From 2003 through 2012,
Mr. Hompe worked in investment banking and asset management (KBW Asset
Management from 2011 through 2012 as a Managing Director and Keefe Bruyette
& Woods, Inc. from 2003 to 2011 as Co-Head of Insurance and Asset Management
Investment Banking). Mr. Hompe serves as an observer on the board of directors
of International Planning Group, Ltd., an international life insurance broker,
and Preparis Inc., a provider of business continuity services. From 2010 to
2012, he was an independent director of Island Capital, a Bermuda investment
company. He also was a director and a member of the executive committee of
Island's predecessor company, EIC Corporation Ltd., a Bermuda-domiciled
insurance holding company, and Exporters Insurance Company, a New York-based
trade credit insurer from 2005 to 2010. He was an outside director of North
American Insurance Leaders, Inc. (NASDAQ: NAIL), a special purpose acquisition
corporation focused on the insurance distribution sector in 2007. He also served
as a director of FIHC, a Barbados-domiciled insurance holding company, and
Facility Insurance Company, a Texas workers compensation company from 2001 to
2003. Mr. Hompe is also a Board Member of American Life.
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The Board, in reviewing and
assessing the contributions of Mr. Hompe to the Board, determined that his
significant experience in financing and formulating strategy for numerous
insurance companies provides significant contributions to the Board. His
insights and relationships should prove valuable towards formulating and
implementing corporate strategy and pursuing growth opportunities.
MARK A. OLIVER:
Mr. Oliver is currently the
Chairman and Chief Executive Officer and a member of the Board of Directors of
Midwests primary life insurance subsidiary, American Life and Security Corp.
("American Life"). He has served as CEO since that company received its
Certificate of Authority from the Nebraska Department of Insurance on September
l, 2009. He was elected Chairman of American Life in March, 2017. Mr. Oliver
also serves as Chief Executive Officer and Treasurer and as a member of the
Board of Directors of Midwest. From 1984 until June 2007 Mr. Oliver was employed
by Citizens, Inc., a life insurance holding company with principal offices in
Austin, Texas, serving as its President and in various other executive
capacities since 1997. He serves as a Director and Treasurer of Pacific
Northwest. Additionally, he serves as Chairman and Chief Executive Officer of
the Board of New Mexico Capital Corp. (New Mexico Capital).
The Board, in reviewing and
assessing the contributions of Mr. Oliver to the Board, determined that his
leadership and intimate knowledge of the life insurance industry, our structure
and our operations, provide the Board with company-specific experience and
expertise.
FIRMAN LEUNG:
Mr. Leung has over 30 years of
experience in the financial services industry as an Investment and Capital
Markets Banker in New York, London and Hong Kong. Since 2016, he has served as
the Managing Principal of Columbus Circle Capital, LLC in New York and the
Executive Managing Director of Investment Banking and Capital Markets at
American Capital Partners, LLC, also in New York. From 2012 to 2015, he served
as Managing Director, Investment Banking and Capital Markets at RCS Capital
Corporation, New York. From 2002 to 2012, he was Managing Director, Capital
Raising at Sandler O Neill & Partners, L.P., New York. Mr. Leung received
his BS in Economics from The Wharton School at University of Pennsylvania and
his MBA degree from The Amos Tuck School at Dartmouth College. He has also been
a product speaker at the Las Vegas MoneyShow in the main forum: Building a
Durable Income Portfolio. Mr. Leung is also a Board Member of American Life.
The Board, in reviewing and
assessing the contributions of Mr. Leung to the Board, determined that his
significant experience in investment banking provides significant contributions
to the Board.
SCOTT MORRISON:
Since 2006, Mr. Morrison has been
Managing Partner of Oaks, Hartline & Daly law firm in Austin, Texas. Mr.
Morrison is Texas board certified in estate planning and probate law. He
practices law in the areas of estate administration and planning, probate and
general business law. He has been named a "Texas Rising Star" by both Law and
Politics Media, Inc. and Texas Monthly magazine. Mr. Morrison is also a Board
Member of American Life.
The Board, in reviewing and
assessing the contributions of Mr. Morrison to the Board, determined that his
extensive legal experience, particularly in business law, provides significant
contributions to the Board. As a managing partner of a law firm, he is uniquely
positioned to provide the Board with insight and advice on a full range of
strategic, legal, financial and governance matters.
JACK
THEELER
: Mr. Theeler is a partner
in the Morgan Theeler law firm of Mitchell, South Dakota where he has been
employed since 1971. He has a bachelors degree in accounting (1968) and a law
degree (1971) from the University of South Dakota. In law school he was Editor
in Chief of the South Dakota Law Review and graduated magna cum laude. He was
the first Chairman of the South Dakota Lottery Commission, serving from 1986 to
1992. He is a member of American Bar Association, the State Bar of South Dakota,
the Association of Defense Trial Attorneys, the South Dakota Defense Lawyers
Association and an associate in the American Board of Trial Advocates. Mr.
Theeler has served on numerous boards and commissions including Dakota Wesleyan
University, Mitchell Area Development Corporation and the Mitchell YMCA. Mr.
Theeler has been inducted into the University of South Dakota Sports Hall of
Fame, the Mitchell Area Ducks Unlimited Hall of Fame, and his high school
basketball team has been inducted into the South Dakota High School Basketball
Hall of Fame. Jack and Nancy Theeler received the 2007 Community Service Award
presented annually by the Mitchell Area Chamber of Commerce. A founding Board
Member of Great Plains Financial Corp. and Great Plains Life Assurance, he is
also a Board Member of American Life.
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The Board, in reviewing and
assessing the contributions of Mr. Theeler to the Board, determined that his
extensive experience in general legal and business matters, as well as his
serving on boards of other companies and entities, provides significant
contributions to the Board. His extensive experience in general legal business
matters puts him in a unique position to provide the Board with insight and
advice on a full range of strategic, legal, financial and governance matters.
DANA STAPLETON:
Mr. Stapleton has been a
farmer/rancher in Sisseton, South Dakota for over the past 30 years. In 2001 he
was named the South Dakota Farmer of the Year and the 2002 National Farmer of
the Year. He was a founding Board Member of Great Plains Financial Corp. and
Great Plains Life Assurance Co. He is also a Board Member of American Life.
The Board, in reviewing and
assessing the contributions of Mr. Stapleton to the Board, determined that his
extensive business experience and knowledge of practical business matters
provides significant contributions to the Board. As a lifetime operator of a
large family farm, he has experienced numerous intricate and challenging
business environments, and the Board believes he will provide the Board with
insight and valuable advice on the Companys strategic plans.
TODD BOEVE:
Mr. Boeve is currently Vice
President, COO and Corporate Secretary for Midwest and has worked for Midwest
since January 2010. He was appointed to fill a vacancy on the Board in April.
Mr. Boeve currently serves on the Board of Directors and is the Secretary of
Pacific Northwest Capital and for New Mexico Capital. Additionally, he is the
Secretary/Treasurer and a member of the Board of Big Sky Capital, a Montana
Holding Co. He previously worked in the funeral industry for ten years as a
licensed funeral director and was a PGA Golf Professional for nine years.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR PRESENTED IN PROPOSAL 1.
6
CORPORATE GOVERNANCE
Board Leadership
Structure
Midwest does not have a
formal policy regarding the separation of its Chairman and CEO (principal
executive officer) positions. Our Board is responsible for the control and
direction of the Company. The Board represents the Companys shareholders, and
its primary purpose is to build long-term shareholder value. Mr. Oliver serves
as Chairman of the Board and Chief Executive Officer of the Company. The Board
believes that Mr. Oliver is best situated to serve as Chairman because he is the
director most familiar with the Companys business and industry and is also the
person most capable of effectively identifying strategic priorities and leading
the discussion and execution of corporate strategy. In this combined role, Mr.
Oliver is able to foster clear accountability and effective decision making. The
Board believes that the combined role of Chairman and Chief Executive Officer
strengthens the communication between the Board and management and provides a
clear roadmap for shareholder communications. Further, as the individual with
primary responsibility for managing day-to-day operations, Mr. Oliver is best
positioned to chair regular Board meetings and ensure that key business issues
and risks are brought to the attention of our Board and Audit Committee. We
therefore believe that the creation of a lead independent director position is
not necessary at this time.
Board's Role in Risk
Oversight
The Board of Directors as a
whole has responsibility for risk oversight. The oversight responsibility of the
Board is enabled by management reporting processes that are designed to provide
visibility to the Board about the identification, assessment and management of
critical risks. This reporting is designed to focus on areas that include
strategic, operational, financial and reporting, compensation, compliance and
other risks. For example, the Board of Directors regularly receives reports
regarding the investments and securities held by Midwest's insurance
subsidiaries, as well as other reports regarding their insurance business.
Director Independence
Presently, we are not
required to comply with the director independence requirements of any securities
exchange. In determining whether our directors are independent, however, we
intend to adhere to the rules of the NYSE MKT with respect to independent
directors. The NYSE MKT listing standards define an "independent director"
generally as a person, other than an executive officer or employee of a company,
who does not have a relationship with the company that would interfere with the
director's exercise of independent judgment.
The NYSE MKT listing
requirements state that a majority of a company's board of directors must be
independent. Our Board of Directors includes six independent directors, namely,
Steve Conner, John Hompe, Scott Morrison, Jack Theeler, Firman Leung and Dana
Stapleton. These six independent directors constitute a majority of the Board of
Directors. The same will be true following the election of the proposed slate at
the Annual Meeting.
Board Meetings and
Committees; Annual Meeting Attendance
During 2016, three meetings
of the Board of Directors were held. All members of the Board of Directors
attended 100% of these meetings, except Dana Stapleton, who missed one meeting.
We do not require our Board members to attend the Annual Meeting of
Shareholders.
Because Midwest is not
listed on any securities exchange, it is not subject to any listing requirements
mandating the establishment of any particular committees. During 2016 the Board
of Directors had no standing committees other than an Audit Committee comprised
of John Hompe, Scott Morrison, and Jack Theeler. All functions of a Nominating
Committee and Compensation Committee were performed by our Board of Directors as
a whole.
Audit Committee
Due to the size and
structure of Midwest and its Board of Directors, the Board has not historically
had a standing Audit Committee. The functions that would be performed by the
Audit Committee have historically been performed by the entire Board of
Directors. At a meeting on March 29, 2016, the Board established an Audit
Committee and appointed John T. Hompe, Scott Morrison and Jack Theeler to serve
on the Audit Committee.
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Mr. Hompe was designated
the Committee Chair and Financial Expert. The Board subsequently adopted an
Audit Committee Charter that details the Audit Committees responsibilities to
be as follows: (i) review recommendation of independent registered accountants
concerning Midwest's accounting principles, internal controls and accounting
procedures and practices; (ii) review the scope of the annual audit; (iii)
approve or disapprove each professional service or type of service other than
standard auditing services to be provided by the independent registered public
accountants; and (iv) review and discuss with the independent registered public
accountants the audited financial statements. The Committee met 2 times in 2016.
Our Audit Committee charter is available on our website at
www.midwestholding.com
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REPORT OF THE BOARD OF
DIRECTORS
The Board of Directors of
Midwest has reviewed and discussed Midwests audited financial statements for
fiscal years ended December 31, 2016 and 2015 with Midwests management.
The Board of Directors has
discussed with Midwests independent auditors the matters required to be
discussed by the Statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards, Vol. l, AU section 380), as adopted by the Public
Company Accounting Oversight Board in Rule 3200T.
In addition, the Board of
Directors received the written disclosures and the letter from the Companys
independent accountants required by applicable requirements of the Public
Company Accounting Oversight Board and has discussed with the independent
accountant its independence from the Company and its management.
Based on such review and
discussions, the Board of Directors recommended that the audited financial
statements be included in the Companys Annual Report on Form 10-K for the above
year ended December 31, 2016 for filing with the SEC.
Respectfully submitted,
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Mark
A. Oliver, Chairman, CEO and Director
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John
T. Hompe, Director
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Jack
Theeler, Director
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Scott Morrison, Director
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Steve Conner, Director
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Dana
Stapleton, Director
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Firman Leung, Director
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Nominating Committee and
Selection of Director Candidates
Due to the size and
structure of Midwest and its Board of Directors, the Board does not have a
standing Nominating Committee. It also does not have a charter or policy
regarding the nominating process. The functions that would be performed by the
Nominating Committee have been performed by the entire Board of Directors.
Shareholders who wish to
recommend nominees for consideration by the Board of Directors or Nominating
Committee (if and when established) must submit their nominations in writing to
Midwests Chairman. Submissions must include sufficient biographical information
concerning the recommended individual for the Board of Directors or Nominating
Committee to consider, including age, five-year employment history with employer
names and a description of the employers business, whether such individual can
read and comprehend basic financial statements, and other board memberships (if
any) held by the recommended individual. The submission must be accompanied by a
written consent of the individual to stand for election if nominated by the
Board of Directors or Nominating Committee and to serve if elected by the
shareholders. The Board of Directors or Nominating Committee may consider such
shareholder recommendations when it evaluates and recommends nominees to the
Board of Directors for submission to the shareholders at each Annual Meeting.
In addition, shareholders
may nominate directors for election without consideration by the Board of
Directors or Nominating Committee. Any shareholder of record may nominate an
individual by following the procedures and deadlines set forth in the Proposals
for 2018 Annual Meeting of Shareholders section of this proxy statement and by
complying with the provisions of Midwests Bylaws.
8
Compensation Committee
Due to the size and
structure of Midwest and its Board of Directors, the Board does not currently
have a standing Compensation Committee. As a result, it does not have a
Compensation Committee charter. The functions that would be performed by the
Compensation Committee, including consideration of executive officer and
director compensation, are performed by the entire Board of Directors.
Section 16(a) Beneficial
Ownership Reporting Compliance
Executive officers,
directors and beneficial owners of more than ten percent of Midwests Common
Stock must file initial reports of ownership and changes in ownership with the
SEC under Section l6(a) of the Exchange Act. SEC regulations require these
reporting persons to furnish us with copies of all Forms 3, 4 and 5, and
amendments thereto, that they file with the SEC. We believe that during 2016 and
through the date of this filing, all of our officers, directors and greater than
ten percent beneficial owners complied with all filing requirements of Section
16(a) of the Exchange Act, except for filings submitted past the 10-day timeline
on Form 3 relating to Mr. Boeve, Mr. Hompe, Ms. Havranek and Mr. Morrison, and
filings submitted past the two-day timeline on one Form 4 for each of Mr. Conner
and Mr. Tenopir.
Code of Ethics
Midwest has adopted a Code
of Ethics that applies to our officers, directors and employees in accordance
with applicable federal securities laws. A copy of the Code of Ethics was filed
as an exhibit to the Annual Report on Form 10-K for the fiscal year ended
December 31, 2012. These documents may be reviewed by accessing Midwests public
filings at the SECs web site at www.sec.gov. In addition, a copy of the Code of
Ethics will be provided to any shareholder without charge upon request. Midwest
intends to disclose any amendments to or waivers of certain provisions of its
Code of Ethics in a Current Report on Form 8-K.
Shareholder
Communications with the Board of Directors
Shareholders may contact
any individual director, the Board of Directors as a group or the independent
directors as a group by writing to: Board of Directors or Directors, c/o
Corporate Secretary, Midwest Holding Inc., 2900 South 70th Street, Suite 400,
Lincoln, Nebraska 68506. The communication should specify the applicable
addressee(s) to be contacted as well as the address and telephone number of the
person submitting the communication. The Board of Directors has instructed the
Companys Secretary to review all communications to the Board and to only
distribute if appropriate to the duties and responsibilities of the Board. The
Board of Directors has instructed the Companys Secretary not to forward
communications that he determines to be primarily commercial in nature, that
relate to an improper or irrelevant topic or that request general information
about Midwest. Communications regarding accounting, internal accounting controls
or auditing matters may also be reported to the Board of Directors using the
above address.
9
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets
forth the compensation paid or accrued in the years indicated by Midwest to its
Principal Executive Officer (PEO), Mark A. Oliver, Midwests former PEO, Rick
D. Meyer, and to certain other executive officers of Midwest. None of Midwests
other executive officers had compensation in 2016 that exceeded $100,000. Our
Board of Directors reviews senior officer compensation on an annual basis.
SUMMARY COMPENSATION
TABLE
(1)
Name and
Principal
Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
All
Other
Compensation
|
|
Total
|
Mark A
. Oliver,
|
|
2016
|
|
$
|
311,626
|
|
$
|
-
|
|
$
|
17,000
|
(2)
|
|
$
|
328,626
|
CEO/Treasurer,
|
|
2015
|
|
|
211,618
|
|
|
-
|
|
|
17,000
|
(2)
|
|
|
228,618
|
Chairman
(4)
|
|
2014
|
|
|
173,488
|
|
|
-
|
|
|
17,000
|
(2)
|
|
|
190,488
|
|
Rick
D. Meyer,
|
|
2016
|
|
$
|
-
|
|
$
|
-
|
|
$
|
35,000
|
(7)
|
|
$
|
35,000
|
Former Chairman
(3)
|
|
2015
|
|
|
158,393
|
|
|
-
|
|
|
34,000
|
(2)
|
|
|
192,393
|
|
|
2014
|
|
|
209,285
|
|
|
-
|
|
|
12,000
|
(2)
|
|
|
226,285
|
|
Debra Havranek
|
|
2016
|
|
$
|
118,262
|
|
$
|
-
|
|
$
|
-
|
|
|
$
|
118,262
|
Vice
President,
|
|
2015
|
|
|
115,602
|
|
|
-
|
|
|
-
|
|
|
|
115,602
|
Financial Reporting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manager
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Todd
C. Boeve
|
|
2016
|
|
$
|
114,805
|
|
$
|
-
|
|
$
|
-
|
|
|
$
|
114,805
|
Vice
President, COO
|
|
2015
|
|
|
103,583
|
|
|
-
|
|
|
-
|
|
|
|
|
Secretary, Director
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103,583
|
(1)
|
|
In 2015 and 2016, none of
the named executive officers received stock awards, option awards,
non-equity incentive plan
compensation or non-qualified deferred
compensation earnings as defined in Item 402 of Regulation
S-K.
|
|
|
|
(2)
|
|
Automobile allowance and life insurance policy
reimbursement.
|
|
|
|
(3)
|
|
Resigned, October 1, 2015
|
|
|
|
(4)
|
|
Elected Chairman on December 15, 2015.
|
|
|
|
(5)
|
|
Appointed to an Executive Officer position on December 15,
2015.
|
|
|
|
(6)
|
|
Appointed to an Executive Officer position on
December 15, 2015. Appointed to Board April 2017.
|
|
|
|
(7)
|
|
Paid
by Northstar Financial Corp. commensurate with merger with
Midwest.
|
10
Outstanding Equity
Awards at Fiscal Year End
Midwest has not established
any equity compensation plans or granted any equity awards under such plans to
its named executive officers. As a result, none of its named executive officers
had any unexercised options, unvested stock or equity incentive plan awards
outstanding as of the end of its last completed fiscal year.
Midwests Board of
Directors approved the issuance to Mark A. Oliver of 40,000 shares of voting
common stock on March 7, 2010. The shares were issued for $1.15 per share, which
was the approximate book value of the shares as of December 31, 2009. The
purchase price was paid by Mr. Oliver through delivery of a five-year promissory
note secured by a pledge of the shares purchased. The terms of the note were
fulfilled in 2014.
Employment Agreements
Midwest has an employment
agreement with Mark A. Oliver, our Chairman and CEO/Treasurer. This agreement
was effective on June 8, 2011 and was for a three-year term, subject to
termination upon notice. The Board may extend the agreement for additional
year(s). Our Board extended this agreement in December 2016. Pursuant to this
agreement, Mr. Oliver is entitled to receive:
☐
|
a base salary of
$300,000 (as of October, 2015) with an annual 4% cost of living increase,
which amount may be adjusted by our Board of Directors in subsequent
years;
|
☐
|
fringe benefits
provided by us to our employees in the normal course of business,
including insurance coverage;
|
☐
|
a car allowance of
$1,000 per month; and
|
☐
|
reimbursement for
reasonable and necessary business expenses.
|
If Midwest terminates Mr.
Oliver without cause as defined in the employment agreement, Midwest will be
required to pay him his base salary and provide certain benefits for the
duration of the remaining term of the employment agreement or six months,
whichever is greater. This payment would be made in exchange for an agreement
not to engage in certain competitive activities with Midwest during that period.
Midwest had an employment
agreement with Rick D. Meyer, its former Chairman. This Employment Agreement was
effective on December 1, 2011 and terminated on October 1, 2015 when Mr. Meyer
retired. Pursuant to this agreement, Mr. Meyer received:
☐
|
a base salary of
$201,571;
|
☐
|
fringe benefits
provided by Midwest to its employees in the normal course of business,
including insurance coverage;
|
☐
|
a car allowance of
$1,000 per month; and
|
☐
|
reimbursement for
reasonable and necessary business expenses.
|
Director Compensation
Directors who are not
employees received $1,000 for each meeting of the Board of Directors they
attended in person and $350 per meeting they attend via telephone. Directors
received an annual retainer of $5,000. Directors also are reimbursed for
reasonable expenses related to their personal attendance at meetings. Our Board
of Directors reviews director compensation on an annual basis.
The following table sets
forth the compensation paid or accrued by Midwest to its directors, other than
directors who are also named executive officers, for the last completed fiscal
year.
11
DIRECTOR
COMPENSATION
(1)
|
|
|
|
Fees Earned
or
|
|
All Other
|
|
|
|
Name
|
|
Year
|
|
Paid in
Cash
|
|
Compensation
|
|
Total
|
Milton Tenopir
(2)
|
|
2016
|
|
$
|
6,350
|
|
$
|
30,000
|
|
$
|
36,350
|
Jack
Theeler
|
|
2016
|
|
|
7,850
|
|
|
--
|
|
|
7,850
|
Steve Conner
|
|
2016
|
|
|
7,350
|
|
|
--
|
|
|
7,350
|
Dana
Stapleton
|
|
2016
|
|
|
6,350
|
|
|
--
|
|
|
6,350
|
John
Hompe
|
|
2016
|
|
|
7,850
|
|
|
--
|
|
|
7,850
|
Scott Morrison
|
|
2016
|
|
|
7,850
|
|
|
--
|
|
|
7,850
|
Kevin Feder
(4)
|
|
2016
|
|
|
6,000
|
|
|
--
|
|
|
6,000
|
Firman Leung
(3)
|
|
2016
|
|
|
0
|
|
|
--
|
|
|
0
|
Todd
Boeve
(5)
|
|
2017
|
|
|
0
|
|
|
--
|
|
|
0
|
|
Total
|
|
|
|
$
|
49,600
|
|
$
|
30,000
|
|
$
|
79,600
|
(1)
|
|
In
2015, none of the directors received stock awards, option awards,
non-equity incentive plan compensation or non-qualified deferred
compensation earnings as defined in Item 402 of Regulation
S-K.
|
|
|
|
(2)
|
|
In
June, 2012, Mr. Tenopir was elected Chairman of Midwests primary life
insurance subsidiary, American Life and Security Corp. In that capacity,
he was paid $30,000 per year. Mr. Tenopir passed away on September 26,
2016.
|
|
|
|
(3)
|
|
Appointed December 7, 2016.
|
|
|
|
(4)
|
|
Mr.
Feder joined the Board in March 2016. He passed away on November 9,
2016.
|
|
|
|
(5)
|
|
Appointed April 2017
|
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets
forth information as of April 17, 2017, regarding the number and percentage of
outstanding shares of voting common stock of Midwest beneficially owned by each
person known by Midwest to beneficially own more than 5% of such stock, by each
of its executive officers and director nominee, and by all of its directors and
executive officers as a group.
|
|
|
|
Percent of
|
Name and Business Address of
Beneficial Owner
(1)
|
|
Shares of Common Stock
|
|
Class
|
Directors and
executive officers:
|
|
|
|
|
|
Mark A.
Oliver
|
|
251,191
|
|
1.1
|
%
|
Jack
Theeler
|
|
54,180
|
|
|
*
|
Steve
Conner
|
|
9,340
|
|
|
*
|
Dana
Stapleton
|
|
33,863
|
|
|
*
|
John T.
Hompe
|
|
0
|
|
|
*
|
Scott
Morrison
|
|
5,000
|
|
|
*
|
Joel
Mathis
|
|
0
|
|
|
*
|
Debra
Havranek
|
|
0
|
|
|
*
|
Todd
Boeve
|
|
40,862
|
|
|
*
|
Firman
Leung
|
|
0
|
|
|
*
|
All
directors and executive officers as a group (10) persons
|
|
394,436
|
|
2.1
|
%
|
*
|
|
Less than one
percent.
|
|
|
|
(1)
|
|
Unless otherwise
indicated, the business address of the persons named in the above table is
care of Midwest Holding Inc., 2900 South 70th Street, Suite 400, Lincoln,
NE 68506.
|
Five percent shareholders:
|
|
|
|
None
|
|
|
|
12
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
Certain Relationships
and Affiliations with Similar Businesses; Potential Conflicts of Interest
Midwest and certain of its
directors and officers have current or past relationships and affiliations with
businesses that operate, or once operated, in the life insurance industry and
that have conducted public and private stock offerings in connection with their
operations.
These past and present
relationships with similar businesses could result in a potential conflict of
interest should Midwest decide to offer life insurance products in any of the
states in which these other companies do business to the extent that a
relationship with the other companies is on-going. In addition, a potential
conflict of interest could arise if any of those companies chose to do business
in Nebraska to the extent that a relationship with the other companies is
on-going. For that reason, any decision relating to such business will be made
by the disinterested members of the Board of Directors and any member of the
Board having an interest in another company will recuse himself or herself from
voting or discussing the matter.
RELATIONSHIP WITH
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Principal Accountant
Fees and Services
The principal registered
public accounting firm utilized by Midwest during 2016 was RSM US LLP ("RSM,
formerly McGladrey"). RSM has served as our independent registered public
accounting firm since December, 2009. A representative of RSM is expected to be
present at the Annual Meeting and to be available to respond to appropriate
questions. RSM's representative will have an opportunity to make a statement at
the Annual Meeting should he or she desire to do so.
The aggregate fees billed
by RSM to Midwest for the fiscal years ended December 31, 2016 and 2015 were as
follows:
|
|
RSM
|
|
RSM
|
|
|
Fiscal
2016
|
|
Fiscal
2015
|
Audit
Fees
(1)
|
|
$
|
279,616
|
|
$
|
265,378
|
Audit-Related Fees
(2)
|
|
|
--
|
|
|
--
|
Tax
Fees
(3)
|
|
|
17,500
|
|
|
17,000
|
All Other Fees
(4)
|
|
|
--
|
|
|
--
|
Total
|
|
$
|
297,116
|
|
$
|
282,378
|
(1)
|
|
Represents the
aggregate fees billed and expenses for professional services rendered by
the principal accountant for the audit of our annual financial statements
and review of financial statements included in our quarterly reports on
Form 10-Q, and services that are normally provided by an independent
registered public accounting firm in connection with statutory or
regulatory filings or engagements for those fiscal years.
|
|
(2)
|
|
Represents the
aggregate fees billed for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit or
review of our financial statements and are not reported under "audit
fees."
|
|
(3)
|
|
Represents the
aggregate fees billed for professional services provided by the principal
accountant for tax compliance, tax advice and tax planning.
|
|
(4)
|
|
Represents the
aggregate fees billed for products and services provided by the principal
accountant, other than audit fees, audit-related fees and tax
fees.
|
13
Pre-Approval Policy for
Audit and Non-Audit Services
The Audit Committee had
responsibility for the approval of all audit and non-audit services which were
subsequently ratified by the full Board. All of the services rendered to Midwest
by its independent registered public accounting firm for the fiscal years ended
December 31, 2016 and 2015 were pre-approved by the Board of Directors before
the engagement of the independent registered public accounting firm for such
services.
Midwest does not have
written pre-approval policies or procedures for future engagements of Midwest's
accountants. However, in accordance with the rules and regulations of the SEC
relating to the independence of auditors, the Audit Committee will approve each
service to be rendered by the auditors and prohibits the delegation of any
pre-approval responsibilities to Midwest's management. On an annual basis, the
Audit Committee will approve all audit, audit-related and non-audit services
proposed to be rendered by Midwest's independent registered public accounting
firm for each fiscal year, as specifically described in the firm's engagement
letter. All additional engagements of the independent registered public
accounting firm that were not approved in the annual pre-approval process, and
all engagements that are anticipated to exceed previously approved thresholds,
will be presented by the President or Treasurer of Midwest to the Audit
Committee for pre-approval on a case-by-case basis before management engages an
independent registered public accounting firm for any such purpose.
No audit-related, tax or
other non-audit services were approved by the Board of Directors pursuant to the
de minimis exception to the pre-approval requirements under Rule
2-01(c)(7)(i)(C) of Regulation S-X during the fiscal year ended December 31,
2016.
PROPOSAL NO. 2
RATIFICATION OF
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has
appointed RSM to serve as Midwests independent auditors for 2017. RSM also
served as Midwests independent auditors in 2016. At the Annual Meeting, the
shareholders are being asked to ratify the appointment of RSM as Midwests
independent auditors for 2017. Approval by the shareholders of the appointment
of Midwests independent auditors is not required by law or by Midwests
organizational documents, but the Board of Directors is submitting this matter
to the shareholders for ratification as a corporate governance practice.
Ultimately, the Board of Directors retains full discretion and will make all
determinations with respect to the appointment and retention of the independent
auditors.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF THE
APPOINTMENT OF RSM US LLP AS THE COMPANYS INDEPENDENT AUDITORS.
PROPOSALS FOR 2018 ANNUAL
MEETING OF SHAREHOLDERS
To be eligible for
inclusion in Midwests proxy materials for the 2018 Annual Meeting of
Shareholders, shareholder proposals intended to be presented at that meeting
must be in writing and received by Midwest at its principal executive office on
or before December 31, 2017. However, if the date of the 2018 Annual Meeting is
more than thirty days before or after June 13, 2018, then the deadline for
submitting and such shareholder proposal for inclusion in the proxy materials
relating to the 2018 Annual Meeting of Shareholders will be a reasonable time
before we begin to print or mail such proxy materials. The inclusion of any such
shareholder proposals in such proxy materials will be subject to the
requirements of the proxy rules adopted under the Exchange Act, including Rule
14a-8.
Midwest must receive in
writing any shareholder proposals to be considered at the 2018 Annual Meeting of
Shareholders, but not included in Midwests proxy materials relating to that
meeting pursuant to Rule 14a-8 under the Exchange Act, by March 15, 2018.
However, if the date of the 2018 Annual Meeting of Shareholders is more than
thirty days before or after June 13, 2018, then the deadline for submitting any
such shareholder proposal will be a reasonable time before Midwest mails the
proxy materials relating to such meeting. Under Rule 14(a)-4(c)(1) of the
Exchange Act, the proxy holders designated by an executed proxy in the form
accompanying the proxy statement for Midwests 2018 Annual Meeting of
Shareholders will have discretionary authority to vote on any shareholder
proposal that is not received on or prior to the deadline described above.
14
Written copies of all
shareholder proposals should be sent to Midwests principal executive offices at
2900 South 70
th
Street,
Suite 400, Lincoln, Nebraska 68506, to the attention of Corporate Secretary.
Shareholder proposals must comply with the rules and regulations of the SEC.
ANNUAL REPORT AND
FINANCIAL STATEMENTS
Midwests 2016 Annual
Report to shareholders, including financial statements, has been mailed
commensurate with the mailing of this proxy statement. The Annual Report does
not constitute and should not be considered a part of this proxy solicitation
material.
Midwest will provide
without charge to each shareholder solicited, upon the written request of any
such shareholder, a copy of its Annual Report on Form 10-K filed with the SEC,
including the financial statements, exhibits and schedules thereto, for the year
ended December 31, 2016. Such written request should be directed to Midwest
Holding Inc., 2900 South 70
th
Street, Suite 400, Lincoln, Nebraska 68506, Attention: Corporate
Secretary.
OTHER MATTERS
Management and the Board of
Directors do not intend to bring any other business before the Annual Meeting
and have no reason to believe that any will be presented to the Annual Meeting.
If, however, any other business should properly be presented to the Annual
Meeting, the proxies named in the enclosed form of proxy will vote the proxies
in accordance with their best judgment.
|
BY ORDER OF THE BOARD
OF DIRECTORS
MIDWEST HOLDING INC.
|
|
|
|
Mark
A. Oliver
|
|
Chairman and
|
|
Chief Executive Officer
|
|
Dated: April 28, 2017
|
|
15
|
|
|
|
|
IMPORTANT
ANNUAL MEETING INFORMATION
|
|
|
|
|
|
|
|
Electronic Voting Instructions
Available 24 hours a day, 7 days a
week!
Instead of
mailing your proxy, you may choose one of the voting methods outlined
below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE
BAR.
Proxies submitted by the Internet or telephone must be
received by 1:00 a.m., Central Time, on June 13,
2017.
|
|
|
|
|
|
Vote by
Internet
●
Go to
www.envisionreports.com/MDH
●
Or scan the QR code with your
smartphone
●
Follow the steps outlined on the secure
website
|
|
Vote by
telephone
●
Call toll free 1-800-652-VOTE (8683) within
the USA, US territories & Canada on a touch tone
telephone
●
Follow the instructions provided by the
recorded message
|
Using a
black ink
pen, mark your votes with
an
X
as shown in this example. Please do not write
outside the designated areas.
|
|
X
|
|
Annual Meeting Proxy Card
|
|
▼
IF YOU HAVE NOT VOTED VIA THE INTERNET
OR
TELEPHONE,
FOLD ALONG THE PERFORATION, DETACH AND RETURN
THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼
|
A
|
Proposals
The Board of Directors
recommends a vote
FOR
all the nominees listed in Proposal 1 and
FOR
Proposals 2 and 3.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Election of
Directors:
|
For
|
Withhold
|
|
|
For
|
Withhold
|
|
|
For
|
Withhold
|
|
|
01 - Mark A.
Oliver
|
☐
|
☐
|
|
02 - Dana
Stapleton
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☐
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☐
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03 - Steve
Conner
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☐
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☐
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04 - John T. Hompe
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☐
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☐
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05 - Jack Theeler
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☐
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☐
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06 -
Scott Morrison
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☐
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☐
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07 -
Firman Leung
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☐
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☐
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08 - Todd
Boeve
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☐
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☐
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Instruction: To maximize the number of nominees elected to the
Companys Board of Directors, unless otherwise specified below, this proxy
authorizes the proxies named on the reverse side to cumulate all votes
that the undersigned is entitled to cast at the Annual Meeting for, and to
allocate such votes among, one or more of the nominees listed above as the
proxies shall determine, in their sole and absolute discretion. To specify
a different method of cumulative voting, write Cumulate For and the
number of shares and the name(s) of the nominee(s) on this
line:
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For
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Against
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Abstain
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2.
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Approval of
RSM US LLP as independent auditors for 2017.
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☐
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☐
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☐
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For
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Against
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Abstain
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3.
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In their discretion, the attorneys and
proxies are authorized to vote upon such other matters as may properly
come before the meeting or any adjournment thereof:
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☐
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☐
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☐
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B
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Authorized
Signatures This section must be completed for your vote to be
counted. Date and Sign Below
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Shareholders should date this
proxy and sign here exactly as name appears on the shareholders' stock
certificates. If shares are held jointly, both owners should sign this
proxy. Executors, administrators, trustees, guardians, and others signing
in a representative capacity should indicate the capacity in which they
sign.
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Date (mm/dd/yyyy) Please
print date below.
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Signature 1 Please keep
signature within the box.
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Signature 2 Please keep
signature within the box.
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/
/
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Dear Stockholder:
We encourage you to vote your shares
electronically either by telephone or via the Internet. This will eliminate the
need to return your proxy card. You will need your proxy card and Social
Security number (where applicable) when voting your shares
electronically.
The Computershare Vote by Telephone and Vote by
Internet systems can be accessed 24-hours a day, seven days a week up until 1:00
a.m. Central Time, on June 13, 2017.
Midwest Holding Inc.s Proxy Statement and Annual
Report are available online at www.envisionreports.com/MDH
Your vote is important. Please vote
immediately.
If you vote over the internet or by telephone,
please do not mail your proxy card.
▼
IF YOU HAVE NOT VOTED VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE.
▼
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Proxy MIDWEST HOLDING INC.
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PROXY FOR ANNUAL MEETING OF
SHAREHOLDERS JUNE 13, 2017
Solicited on Behalf of the Board of Directors of
the Company
The undersigned holder(s)
of Common Stock of Midwest Holding Inc., a Nebraska corporation (the Company),
hereby appoint(s) Debra Havranek and Todd Boeve, and each or any of them,
attorneys and proxies of the undersigned, with power of substitution, to vote
all of the Common Stock which the undersigned is (are) entitled to vote at the
Annual Meeting of Shareholders of the Company to be held at Hilton Garden Inn
Downtown Haymarket, 801 R. Street, Lincoln, NE 68508, on Tuesday, June 13, 2017,
at 10:00 a.m., Central Time, and at any adjournment thereof, as stated on the
reverse.
A vote
FOR
all of
the nominees listed in Proposal 1 and
FOR
Proposals 2 and 3, is
recommended by the Board of Directors of the Company. When properly executed,
this proxy will be voted in the manner directed by the undersigned
shareholder(s). If no direction is given, this proxy will be voted
FOR
all of the nominees listed in Proposal 1 and
FOR
Proposals 2 and 3.
Proxies marked Abstain and non-votes are counted only for purposes of
determining whether a quorum is present at the meeting.
The undersigned
acknowledges receipt of the Notice and Proxy Statement for the 2017 Annual
Meeting of Shareholders.
C
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Non-Voting
Items
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Change of
Address
Please print new address below.
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IF VOTING BY MAIL, YOU
MUST
COMPLETE
SECTIONS A - C ON BOTH SIDES OF THIS CARD.
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