UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 20, 2023

Donegal Group Inc.
(Exact name of registrant as specified in its charter)

Delaware
  
0-15341
  
23-2424711
(State or other jurisdiction
of incorporation)
  
(Commission
file number)
  
(I.R.S. employer
identification no.)

1195 River Road, Marietta, Pennsylvania
  
17547
 (Address of principal executive offices)  
(Zip code)

Registrant's telephone number, including area code:  717-426-1931

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Trading
Symbols
Name of Exchange on Which
Registered
Class A Common Stock, $.01 par value
DGICA
The NASDAQ Global Select Market
Class B Common Stock, $.01 par value
DGICB
The NASDAQ Global Select Market

Item 5.07.
Submission of Matters to a Vote of Security Holders.

We held our annual meeting of stockholders on April 20, 2023.  The results of the voting at our annual meeting of stockholders were as follows:
 
  •
The total number of votes represented at the annual meeting in person or by proxy by the holders of our Class A common stock and the holders of our Class B common stock was 6,937,144 of the total of 8,293,086 votes entitled to vote at the annual meeting by the holders of all shares of Class A common stock and all shares of Class B common stock outstanding on the record date.
 

 •
At the annual meeting, the stockholders elected Kevin G. Burke, Jack L. Hess. David C. King and Annette B. Szady as Class A Directors to serve for a term of three years and until their successors take office.  The votes cast for the election of Class A Directors were as follows:
 
    Number of Votes 
   
 
For
Withheld
Broker Non-Votes
       
Kevin G. Burke
6,151,268
602,019
183,857
Jack L. Hess
5,909,066
844,221
183,857
David C. King
6,152,587
600,700
183,857
Annette B. Szady
6,154,641
598,646
183,857

There were no other nominations of candidates for election as Class A Director.  There were no abstentions with respect to the election of Class A Directors.
 
Our stockholders also voted on the following additional proposals:
 

 •
Approval, on an advisory basis, of the compensation of our named executive officers.
 
Number of Votes
 
For
Against
Abstain
Broker Non-Votes
6,632,754
109,558
10,974
183,858
 

 •
Advisory vote on the frequency of the stockholder advisory votes on compensation of named executive officers.
 
Number of Votes
 
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
746,681
45,390
5,951,740
9,475
183,858
 

 •
Ratification of the selection by the audit committee of our board of directors of KPMG LLP as our independent registered public accounting firm for 2023.
 
Number of Votes
 
For
Against
Abstain
Broker Non-Votes
6,900,008
34,212
2,924
--

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
DONEGAL GROUP INC.
     
 
By:
/s/ Jeffrey D. Miller
  
   
Jeffrey D. Miller, Executive Vice
   
President and Chief Financial Officer
     
Date:  May 16, 2023
    


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