KINGSWAY FINANCIAL SERVICES INC : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

KFS

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

(d) On May 17, 2022, the Board of Directors (the "Board") of Kingsway Financial Services Inc. (the "Company"), pursuant to its powers under the Company's by-laws and certificate of incorporation and upon recommendation of the Nominating and Governance Committee of the Board (the "Governance Committee"), appointed Charles Frischer as a director, increasing the size of the Board from six to seven members. Mr. Frischer will serve as a director until the next annual meeting of the Company's stockholders, at which time he will stand for election until the annual meeting of the Company's stockholders following his election, or his earlier resignation, retirement or other termination of service. Upon recommendation of the Governance Committee of the Board, Mr. Frischer was also appointed to serve on the Audit Committee and the newly created Real Estate Committee.

The Board has determined that Mr. Frischer meets the standards of independence under the Company's Standards for Director Independence, as well as applicable rules of the NYSE, the SEC and the Securities Exchange Act of 1934. There is no arrangement or understanding between Mr. Frischer and any other person pursuant to which she was selected as a director. There are no transactions since the beginning of the Company's last fiscal year, or any currently proposed transactions, with the Company to which Mr. Frischer was or is to be a party, in which Mr. Frischer, or any member of his immediate family, has a direct or indirect material interest.

Mr. Frischer will initially receive prorated compensation based on the compensation otherwise payable to the Company's other non-employee directors: an annual retainer of $80,000, paid quarterly.

The Company issued a press release on May 20, 2022 announcing the appointment of Mr. Frischer to the Company's Board. The press release is filed herewith as Exhibit 99.1 and is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as a part of this report:

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