Kingsway Corp

This management proposal seeks shareholder approval to amend Article I of the Company’s Certificate of Incorporation to change the corporate name from Kingsway Financial Services Inc. to Kingsway Corporation. Management argues the new name better reflects the Company’s current business focus and future strategic plans and will strengthen brand identity and stakeholder communication. The amendment is ministerial in nature and will not affect the Corporation’s legal existence, authorized share capital, or shareholder rights; existing stock certificates will continue to represent the same number of shares and a new CUSIP and ticker (reserved as "KWY") will follow the change. The Company also asks that shareholders expressly authorize the Board to make conforming ministerial amendments to the 2020 Equity Incentive Plan and other documents to reflect the new name without making substantive changes to participants’ rights. The Board unanimously recommends the change, citing marketing and strategic alignment benefits and signaling a repositioning of the corporate brand. The vote requires a majority of outstanding shares; because this is a structural change to the Certificate of Incorporation, abstentions will effectively count against approval. For investors evaluating the proposal, the change is low risk legally and economically but potentially meaningful for brand perception and market communications; it does not alter governance structures or economic rights. The principal considerations are branding/communications upside versus the negligible administrative costs and the issuance of a new CUSIP/ticker. Given the Board’s unanimous support and the non-substantive nature of the amendment, the recommendation is aligned with management’s strategic narrative, but shareholders should note this vote also delegates limited ministerial amendment authority to the Board post-approval.

This management proposal requests shareholder approval to increase the share reserve under the 2020 Equity Incentive Plan by 1,000,000 Common Shares, raising the maximum issuable under the plan to 2,600,000 shares. Management frames the increase as necessary to maintain competitive equity compensation for attracting, retaining, and motivating employees, directors and consultants; the Board projects the additional reserve will be sufficient through 2030 when the plan expires. The filing discloses that as of the record date 1,424,899 shares had been granted under the plan and 440,101 remained available, while the Company previously granted 1,000,000 Restricted Shares to the CEO, John Fitzgerald, which is a notable concentration of insider awards. The company quantifies potential dilution: the additional 1,000,000 shares would raise fully-diluted potential dilution from ~1.5% to ~3.5%, and at the March 20, 2026 share price of $10 would represent roughly $10 million in market value. The Compensation Committee (the Administrator) will determine recipients and terms, and shareholders are warned that future awards are discretionary and their economic value depends on future share price and performance metrics; change-in-control and clawback provisions are described. Governance considerations include the sizable prior award to the CEO and the potential for dilution to existing shareholders; however, management argues alignment with shareholder interests through incentive-based ownership. The proposal requires a majority vote; if rejected, the Board would continue to grant from the existing reserve until exhausted and would need to evaluate alternative compensation arrangements. Sophisticated investors will weigh the marginal dilution and insider award history against the company's stated need to maintain competitive compensation and the disclosed governance safeguards (e.g., clawbacks, administrator discretion, and limits on repricing).

This is a non-binding advisory vote asking shareholders to approve the 2025 compensation of the Company’s named executive officers, as disclosed in the proxy materials. The disclosed compensation includes base salaries (e.g., $600,000 for the CEO in 2025) and substantial equity awards previously granted under the 2020 Equity Incentive Plan (notably a 1,000,000 Restricted Share grant to the CEO), and management presents compensation as aligned with performance and retention objectives. The advisory nature means the Board is not legally bound by the result but has committed to consider the outcome when setting future pay practices; the Compensation Committee remains the ultimate decision maker. Relevant context includes the Company’s 2025 net loss and volatility in pay-versus-performance metrics disclosed in the proxy, which some investors may view critically given large equity grants to insiders. Supporters will argue that equity awards align management incentives with long-term shareholder value and aid retention; critics may focus on potential over-concentration of insider awards and the company’s recent financial performance. The proposal is presented alongside governance safeguards such as clawback provisions in the equity plan and the Compensation Committee’s oversight of awards, but specific performance conditions for large grants are not fully described in the resolution text. Given these dynamics, the Board’s unanimous recommendation to vote FOR signals confidence in the program, but institutional investors will likely analyze the mix of cash and equity, the magnitude and recipients of awards, and the link to measurable performance before casting their votes.