ICC Holdings' (ICCH) Announces Merger Agreement and Stilwell Withdraws Board Nominee

Key Summary:  On March 6, 2024, Stilwell issued a Proxy Statement and a GREEN universal proxy card to shareholders, seeking their votes to elect Joseph D. Stilwell to the Company's Board of Directors at the 2024 Annual Meeting. On June 8, 2024, the Company announced a merger agreement. Following this, Stilwell Activist Investments withdrew its nominee and ended its proxy solicitation.

Market Cap: $69 million | ICC Holdings, Inc., together with its subsidiaries, provides property and casualty insurance products to the food and beverage industry in the United States.

On March 6, 2024, Stilwell (9.71%) distributed a Proxy Statement and a GREEN universal proxy card to shareholders, seeking their votes at the 2024 Annual Meeting of Shareholders to elect Joseph D. Stilwell to the Company's Board of Directors. Source

On April 30, 2024, Stilwell mailed a letter to the shareholders expressing discontent with management's priorities. He highlighted that while management spent $6 million on buybacks, the CEO and CFO received over $6 million in compensation during the same period. Stilwell questioned the logic of paying management more than the company's owners. He urged shareholders to vote for change by using the GREEN proxy card.

On June 8, 2024, the Company announced a merger agreement with Mutual Capital Holdings, Inc. (Parent) and Mutual Capital Merger Sub, Inc. (Merger Sub). The Merger Sub will merge into the Company, making it a wholly owned subsidiary of Parent. Following the merger announcement, Stilwell Activist Investments withdrew its nominee for the Company's Board and terminated its proxy solicitation. Stilwell supports the merger and believes it benefits all ICCH shareholders. Source

Past

On December 28, 2020, Joseph Stilwell disclosed a 5.6% active stake in the company and stated that he hopes to work with management and the board to improve capital allocation and profitability at the company. Source