NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

To be held onOf

MIDWEST HOLDING INC.

Time and Date: Tuesday, July 14, 2020,June 29, 2021, at 10:00 a.m., Central Time

To the Shareholders

Virtual Meeting: This year’s meeting may be accessed virtually at www.meetingcenter.io/250555526

Items of Midwest Holding Inc.Business:

NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders of Midwest Holding Inc., a Nebraska corporation (“Midwest,”  the “Company,” “we” or “our”), will be held on Tuesday, July 14, 2020, at 10:00 a.m. Central Time at The Hawthorne Room, The Lincoln Marriott Cornhusker Hotel, 333 South 13th Street, Lincoln, Nebraska 68508,  for the following purposes:

Our Board of Directors has fixed the close of business on May 15,  202012, 2021 as the record date for the determination of shareholdersstockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof. Shares of Midwest’s ExistingVoting Common Stock may be voted at the Annual Meeting only if the holder is present, at the Annual Meeting in personvirtually or by valid proxy.

We cordially invite you to virtually attend the Annual Meeting. To ensure youyour representation at the meeting, please vote promptly even if you plan to virtually attend the meeting. You may vote by telephone, over the internet or, if you have requested paper copies of our proxy materials by mail, by signing, dating and returning the proxy card in the envelope provided. Voting now will not prevent you from voting in personif you virtually participate at the meeting if you are a shareholderstockholder of record and wish to do so.

To participate in the Annual Meeting as a shareholder, you must enter your control number and the password for the Annual Meeting (MDH2021), and follow the instructions for voting and submitting questions available on the meeting website. You can find or obtain your control number as follows:

Our Board of Directors recommends that you vote FOR (i) approval andthe election of the four Director nominees named in this proxy statement to our Board of Directors; (ii) adoption of the proposed amendment to the Company’s Amended and Restated Articles of Incorporation to change the number of shares of the Company’s  capital stock as described in proposal 1 above and to effect a 500 for one reverse split of the Existing Common Stock;  (ii) approval and adoption ofMidwest Holding Inc. 2020 Long-Term Incentive Plan; (iii) the proposal to reincorporateapprove the Company fromAdvisory Vote on Executive Compensation; (iv) the Stateratification of Nebraska to the State of Delaware; (iii) approval and adoption of the proposal to divide the Company’s  Board of Directors into three classes with staggered three year terms; (iv) to elect seven directors to serve one, two or three year terms or elect the same individuals to serve until the next annual meeting of shareholders if Proposal 3 is not approved; (v) to ratify the appointment of Mazars US

LLP as our independent registered independent public accounting firm for 20202021 and (vi)(v) the authorization to transact such other proper business as may come before the Annual Meeting andor to postpone or adjourn the Annual Meeting,meeting, if necessary or advisable.

MIDWEST HOLDING INC.

2900 South 70th Street, Suite 400

Lincoln, Nebraska 68506

____________________________________

PROXY STATEMENT

FOR 2021 ANNUAL MEETING OF SHAREHOLDERS

STOCKHOLDERS 
TO BE HELD JULY 14, 2020JUNE 29, 2021 
____________________________________

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation of proxies from the shareholdersstockholders of Midwest Holding Inc., a NebraskaDelaware corporation, to be voted at our Annual Meeting2021 annual meeting of ShareholdersStockholders (the “Annual Meeting”) to be heldconducted virtually via live webcast at The Hawthorne Room, The Lincoln Marriott Cornhusker Hotel, 333 South 13th Street, Lincoln, Nebraska 68508,  on Tuesday, July 14, 2020, at 10:00 a.m. Central Time and any adjournment thereof.www.meetingcenter.io/250555526. Stockholders who attend the Annual Meeting via the live audio webcast will be able to participate in the meeting virtually, as if attending in person. The terms “Midwest,” “Midwest Holding,” the “Company,” “we,” “us,” and “our” refer to Midwest Holding Inc. YOUR PROXY IS SOLICITED BY MIDWEST’S 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 (including the Notice of Annual Meeting of Shareholders) and Annual Report for the fiscal year ended December 31, 2019Stockholders) is first being made available to shareholdersstockholders beginning on or before May 28, 2020.17, 2021. This proxy statement, including the Notice of 2021 Annual Meeting, proxy card and Annual Report for the fiscal year ended December 31, 2019,2021, are collectively referred to herein as the “Meeting Materials.”

Proxy Voting

Stockholders of record on the record date are entitled to vote by proxy before the meeting in the following ways:

By calling 1-800-652-VOTE (8683) (toll free) in the United States or Canada			Online at www.envisionreports.com/MDH			By returning a properly completed, signed and dated proxy card

To participate in the virtual Annual Meeting as a shareholder, you must enter your control number and the password for the Annual Meeting (MDH2021), and follow the instructions for voting and submitting questions available on the meeting website. You can find or obtain your control number as follows:

Notice and Access Model

We are making the Meeting Materials available to shareholdersstockholders on the Internet under the SEC’s Notice and Access model. On or before May 28, 2020,17, 2021, we will mail to all our shareholdersstockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) in lieu of mailing a full printed set of the Meeting Materials. Accordingly, our Meeting Materials are first being made available to our shareholdersstockholders on the Internet at www.envisionreports.com/www.edocumentview.com/MDH, on or before May 28, 2020.17, 2021. The Notice includes instructions for accessing the Meeting Materials and voting by mail, telephone or on the Internet at the foregoing address. You will also find instructions for requesting a full printed set of the Meeting Materials in the Notice. The Notice also includes instructions for attending the Annual Meeting virtually via live audio webcast.

We believe that the electronic method of delivery under the Notice and Access model will decrease postage and printing expenses, expedite delivery of Meeting Materials to you and reduce our environmental impact. We encourage you to take advantage of the availability of Meeting Materials on the Internet. If you received the Notice but would like to receive a full printed set of the Meeting Materials in the mail, you may follow the instructions in the Notice for requesting such materials.

Solicitation/Cost of the Meeting

Proxies are being solicited by Midwest’s Board of Directors (the “Board”). The costs of the solicitation will be borne by Midwest. Proxies may be solicited personally or by mail, telephone, facsimile or email by directors, officers and employees of Midwest, none of whom will receive any additional compensation for such solicitations. Midwest will reimburse banks, brokers, nominees, custodians and fiduciaries for their reasonable out-of-pocket expenses incurred in sending the Meeting Materials to beneficial owners of Midwest’s shares.

Principal Executive Offices

Our principal executive offices are located at 2900 South 70^th Street, Suite 400, Lincoln, Nebraska, 68506.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Who can vote at the Annual Meeting?

Record holders of the outstanding shares of $0.001 par value voting common stock of Midwest (the “Existing Common“Common Stock”) at the close of business on May 15,  202012, 2021 (the “Record Date”) will be entitled to vote at the Annual Meeting or any postponement or adjournment thereof. On the Record Date, there were 1,360,675,2423,737,564 shares of Existing Common Stock outstanding and entitled to vote.

Shareholder

Stockholder of Record; Shares Registered in your Name

If on the Record Date your shares were registered directly in your name with Midwest’s transfer agent, Computershare Investor Services, then you are a shareholderstockholder of record. As a shareholderstockholder of record, you may vote in personvia the live audio webcast at the Annual Meeting or vote by proxy. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote by proxy pursuant to the instructions set forth below to ensure your vote is counted.

Beneficial Owner; Shares Registered in the Name of a Broker or Bank

If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and Meeting Materials are being forwarded to you by that organization. The organization holding your account is considered to be the shareholderstockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting.Meeting virtually via the webcast. However, because you are not the shareholderstockholder of record, you may not vote your shares in person atduring the virtual Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.agent pursuant to the instructions set forth above under the subheading “Proxy Voting” on page 1 of this proxy statement. We urge you to respond to the request for instructions from your brokerage firm, bank or other organization holding your shares and instruct them to vote FOR the proposals to be considered at the Annual Meeting.

How do I vote my shares?

Shareholders of record may vote using oneWhy is the Annual Meeting being webcast online?

Due to the continued impact of the following four methods:

The Notice provides instructions on how to access your proxy, which contains instructions on how to vote viasupport the Internet or by telephone. For shareholders who request to receive a paper proxy card in the mail, instructions for voting via the Internet, by telephone or by mail are set forth on the proxy card.

If you hold shares in street name, the organization holding your account is considered the shareholderhealth and well-being of record for purposes of voting at the Annual Meeting. The shareholder of record will provide you with instructions on how to vote your shares. Internetour stockholders and telephone voting will be offered to shareholders owning shares through most brokerage firms and banks. Additionally, if you would like to vote in personother participants at the Annual Meeting, contact the brokerage firm, bank or other nominee who holds your sharesAnnual Meeting will be a virtual meeting of stockholders held via a live audio webcast. The virtual meeting will provide the same rights and advantages as a physical meeting. Stockholders will be able to obtain a proxy from them and bring itpresent questions online during the meeting through www.meetingcenter.io/250555526, providing our stockholders with the opportunity for meaningful engagement with the Company.

How do I participate in the virtual meeting?

Our Annual Meeting of stockholders will be completely virtual, conducted exclusively by live audio webcast. No physical in-person meeting will be held.

The online meeting will begin promptly at 10:00 a.m. Central Time. We encourage you to access the meeting prior to the start time leaving ample time for the check-in process. To participate in the meeting, you must enter your control number and the password for the virtual Annual Meeting (MDH2021) or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials. You may access the Annual Meeting. YouMeeting online, vote and submit your questions during the meeting by visiting www.meetingcenter.io/250555526. Stockholders will be able to submit questions during the meeting by following the instructions available on the meeting website. If you lose your control number, you may join the Annual Meeting as a “guest” but you will not be able to vote, ask questions or access the list of stockholders as of the close of business on the Record Date.

Will I be able to participate in the virtual meeting on the same basis as I would be able to participate in a live meeting?

The virtual meeting format for the Annual Meeting will enable full and equal participation by all of our stockholders from any place in the world at little to no cost. We believe that holding the Annual Meeting online will help support the health and well-being of our stockholders and other participants at the Annual Meeting as we continue to navigate the COVID-19 pandemic.

The format of the virtual meeting has been designed to ensure that our stockholders who attend will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We will take the following steps to ensure such an experience:

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment or personal insurance policy issues, are not pertinent to meeting matters and therefore will not be answered.

What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

If you haveencounter any technical difficulties when accessing or using the Annual Meeting website, please call the technical support number that will be posted on the Annual Meeting website login page. If there are any technical issues in convening or hosting the meeting, we will promptly post information to our website, including information on when the meeting will be reconvened.

How do I vote prior to the meeting?

Stockholders of record can vote before the meeting as follows:

By Telephone: Stockholders may vote by telephone at 1-800-652-VOTE (8683) by following the instructions included with the Notice. You will need the control number included on the Notice in order to vote by telephone.

By Internet: Stockholders may vote over the Internet at www.envisionreports.com/MDH by following the instructions included on the Notice. You will need the control number included on the Notice to obtain your records and to create an electronic voting instruction form.

By Mail: Stockholders may request a proxy card from us by following the instructions on the Notice. When you receive the proxy card, mark your brokerage firm,selections on the proxy card. Date and sign your name exactly as it appears on your proxy card. Mail the proxy card in the enclosed postage-paid envelope provided to you.

If your shares are held in “street name,” you must submit voting instructions to your bank, broker or other nominee. In most instances, you will be able to do this by telephone, over the Internet or by mail. Please refer to information provided by your bank, broker or other nominee on how to submit voting instructions. Alternatively, you may obtain a control number in advance to vote during the Annual Meeting. To obtain a control number, you must submit proof of your legal proxy issued by your broker, bank or other nominee.nominee by sending a copy of your legal proxy, along with your name and email address, to Computershare via email at legalproxy@computershare.com. Requests for a control number must be labeled as “Legal Proxy” and must be received by Computershare no later than 5:00 p.m., Eastern Daylight Time, on June 24, 2021. Street name shareholders who timely submit proof of their legal proxy will receive a confirmation email from Computershare that includes their control number.

The deadline for voting by telephone or electronically before the meeting is 11:59 p.m. EDT, on Monday, June 28, 2021. Mailed proxy cards with respect to shares held of record must be received by us no later than 11:00 a.m. Central Time on June 29, 2021.

What am I voting on?

The Company is presenting fivefour proposals for shareholderstockholder vote:

PROPOSAL 1

APPROVAL

ELECTION OF A CHANGE IN AUTHORIZED CAPITALIZATION AND REVERSE STOCK SPLITDIRECTORS

General

The Board believes that the Company’s authorized capitalization should be simplified and reduced. Hence, theOur Board is recommending that the Company’s authorized capitalization be reduced and changed through an amendment to its Amended and Restated Articles of Incorporation from (i) its existing authorization of 2,000,000,000 shares of Common Stock to 22,000,000 shares, $0.001 par value per share, consisting of 20,000,000 shares of Voting Common Stock, and 2,000,000 shares of Nonvoting Common Stock; and (ii) its existing authorization of 10,000,000 shares of Preferred Stock to 2,000,000 shares of Preferred Stock, $0.001 par value per share. The Board also believes it is in the best interests of the Company and its shareholders to authorize a reverse stock split (the “Reverse Stock Split”) of the Existing Common Stock.

To implement the Reverse Stock Split, the Board will resolve to effect the Reverse Stock Split, and the number of issued and outstanding shares of Existing Common Stock will be reduced by a ratio of one new share of Voting Common Stock for every 500 shares of Existing Common Stock outstanding. The Company’s Amended and Restated Articles of Incorporation will be amended to reflect the Board’s resolutions in connection with the change in authorized capitalization and the Reverse Stock Split, but the relative voting and other rights that accompany shares of Existing Common Stock will not be affected by the Reverse Stock Split. A copy of the proposed amendment to the Company’s Amended and Restated Articles of Incorporation is attached to this proxy statement as Exhibit A‑1.

Shareholders generally do not have the statutory right to assert appraisal rights and demand the fair value of their shares under Nebraska law or under the Company’s  Amended and Restated Articles or Bylaws in connection with the proposal to approve the Reverse Stock Split, except that a shareholder may be entitled to assert appraisal rights and obtain payment of the fair value of the shareholder’s shares if (i) the Reverse Stock Split would reduce the number of shares owned by the shareholder to a fraction of a share, and,  (ii) the Company takes certain other actions with respect to the fractional share, including paying cash in lieu of the fractional share. Accordingly, some of the holders of the Existing Common Stock may be entitled to assert appraisal rights in connection with Proposal 1 pursuant to the Nebraska Model Business Corporation Act (“NMBCA”).

The NMBCA prescribes a strict procedure to be followed if a shareholder wishes to assert appraisal rights and demand the fair value of the fractional share. This notice must be given before the vote on Proposal 1 and the shareholder cannot vote for the proposal. The Company must then respond and send an appraisal notice to the shareholder estimating the fair value of the fractional share. The shareholder must arrange to deposit his certificate for which the Company will pay cash to the shareholder within 30 days. If the shareholder disputes the Company’s determination of the value of the share, the NMBCA provides a procedure for the shareholder to seek a judicial determination of value. A copy of Sections 21‑2171 to 21‑2183 of the NMBCA is attached hereto as Exhibit B in accordance with Section 21‑2175 thereof.

Purpose of the Reverse Stock Split

The Board is proposing the Reverse Stock Split in an effort to decrease the large number of shares of Existing Common Stock outstanding. The Board is also seeking to reduce certain administrative burdens and costs relating to the shares that are currently issued and outstanding and held by a large number of small shareholders.

Among the factors considered by the Board in reaching its decision to recommend the Reverse Stock Split to shareholders, the Board considered the potential effects of having a  stock that trades, if at all, at a low price. For example, certain brokerage firms have internal practices and policies that discourage individual brokers from dealing in stocks trading below a particular dollar level. Further, since the brokerage commissions on stock with a low trading price generally represent a higher percentage of the stock price than commissions on higher priced stock, investors in stocks with a low trading price pay transaction costs (commissions, markups, or markdowns) at a higher percentage of their total share value, which may limit the willingness of individual investors and institutions to purchase low priced stock. The Board also understands that certain institutional investors, such as mutual funds or pension plans, have policies or procedures that discourage or prohibit acquisitions of shares priced at less than $5.00 per share. Each of these factors weakens the potential market for the Existing Common Stock.

The SEC has also adopted rules governing “penny stocks” that impose additional burdens on broker-dealers trading in stock priced at or below $5.00 per share, unless listed on certain securities exchanges. The Board believes that the Reverse Stock Split will enhance the Company’s potential ability to obtain an initial listing on a national securities exchange and thereby avoid classification of its common stock as penny stock under the SEC’s rules. The NASDAQ Capital Market, for example, requires an initial bid price of at least $4.00 per share and, following initial listing, maintenance of a continued price of at least $1.00 per share.

If implemented, the Reverse Stock Split will result in some shareholders owning “odd-lots” of less than 100 shares of Existing Common Stock. Brokerage commissions and other costs of transactions in odd-lots may be higher, particularly on a per-share basis, than the cost of transactions in even multiples of 100 shares.

Other than as disclosed in this proxy statement, the Company has no other specific plans, arrangements or understandings regarding the issuance of shares of Voting Common Stock, Preferred Stock or Nonvoting Stock that may be available for issuance if Proposal 1  is approved by the Company’s shareholders at the Annual Meeting.

Reasons for and the Effect of the Reduction in Authorized Shares

As a matter of Nebraska law, the implementation of the Reverse Stock Split does not require a reduction in the total number of authorized shares of our common or preferred stock. However, if Proposal 1 is approved by our shareholders, (i) the authorized number of shares of our Common Stock would be reduced from its existing authorization of 2,000,000,000 shares of Common Stock to 22,000,000 shares, consisting of 20,000,000 shares of Voting Common Stock, and 2,000,000 shares of Nonvoting Common Stock; and (ii) the existing authorization of 10,000,000 shares of Preferred Stock would be reduced to 2,000,000 shares of Preferred Stock.  Thus, although the Reverse Stock Split ratio is 500 to 1 is not proportionate to the reduction in authorized shares, with the practical effect that there will be a relative increase in the ratio of the number of authorized shares of our Common Stock available for issuance compared to the number of shares outstanding if Proposal 1 is approved.  The Company does not have any shares of Preferred Stock outstanding.

The reason for the difference in the Reverse Stock Split ratio versus the authorized share ratio is our Board desires to have a sufficient number of unissued and unreserved authorized shares of common stock following the implementation of the Reverse Stock Split to provide us with authorized capital sufficient to, among other things: (i) execute our business and growth strategy, (ii) access the equity capital markets if and when needed, (iii) provide equity for issuance in connection with potential acquisitions, and (iv) accommodate any share reserves under long-term equity incentive plans. At the same time, the corresponding reduction in authorized shares was designed so that we do not have what some shareholders might view as an unreasonably high number of authorized shares of capital stock that are unissued or reserved for issuance following the Reverse Stock Split. Accordingly, our Board believes that the reduction in authorized shares is in the best interests of the Company and its shareholders and strikes an appropriate balance between the Reverse Stock Split and number of authorized shares of capital stock.

Effects of the Reverse Stock Split

To implement the Reverse Stock Split, the Company will file an Amendment to its Amended and Restated Articles of Incorporation with the Nebraska Secretary of State. Upon such filing (the “Effective Time”), and without further action on the part of the Company’s shareholders, the shares of Existing Common Stock held by shareholders of record (except for shares held by shareholders who have properly exercised their appraisal rights) as of the  effective time of such filing will be automatically converted into the number of shares of its Voting Common Stock (the “New Common Stock”) calculated based on the reverse split ratio.

No fractional shares shall be issued. Rather, the Company will pay cash for fractional shares, based on the volume weighted average price of the weekly high and low sales price as reported on the OTCQB for the four trading weeks preceding the date of the Annual Meeting ending on the Friday before the Meeting Date.

As of the Record Date of the Annual Meeting, the Company had approximately 10,900 holders of record of its shares of Existing Common Stock, owning a total of 1,360,675,242 shares. If Proposal 1 is approved and implemented, the Company expects that approximately 5,140  shareholders will not receive at least one share of New Common Stock and they will therefore cease to be shareholders of the Company; other shareholders will receive an aggregate of approximately

2,700,000 shares of New Common Stock; and in total we estimate shareholders will receive an aggregate amount of approximately $108,400 based on an assumed average price of $0.05 per share on the OTCQB for the relevant period in lieu of fractional shares.

Exchange of Stock Certificates

Shareholders holding their shares of Existing Common Stock in book-entry or through a bank, broker or other nominee form do not need to take any action in connection with the Reverse Stock Split.  With respect to shareholders who hold physical certificates, as soon as practicable after the Effective Time of the Reverse Stock Split, the Company, or its transfer agent, will send a letter to each shareholder of record for use in transmitting certificates representing shares of Existing Common Stock (“Old Certificates”) to the Company’s transfer agent, Computershare Investor Services (the “Exchange Agent”). The letter of transmittal will contain instructions explaining the procedures for surrendering of Old Certificates to the Exchange Agent in connection with the exchange.

Shareholders who surrender their Old Certificates, together with a properly completed letter of transmittal, will be entitled to the appropriate number of shares of New Common Stock issued in book-entry form along with any cash payment in lieu of a fractional share (if applicable.)  No new certificates will be issued to a shareholder until such Old Certificates are surrendered, together with a properly completed and executed letter of transmittal, to the Exchange Agent.  Until surrendered, outstanding stock certificates held by shareholders will be deemed for all purposes to represent the number of whole shares of New Common Stock to which such shareholders are entitled as a result of the Reverse Stock Split. Shareholders should not send their Old Certificates to the Exchange Agent until they have received the letter of transmittal. All expenses of the exchange of certificates will be borne by the Company.

We intend to treat shares held by shareholders in “street name,” through a bank, broker or other nominee, in the same manner as shareholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial or “street name” holders. However, these banks, brokers or other nominees may have different procedures for processing the Reverse Stock Split and making payment for fractional shares. Shareholders holding shares of Existing Common Stock with a bank, broker or other nominee should contact their bank, broker or other nominee with any questions in this regard.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a summary of certain U.S. federal income tax consequences of the Reverse Stock Split to the Company and to shareholders of our Existing Common Stock that are “U.S. Holders” (as defined below under the heading Material U.S. Federal Income Tax Consequences of the Reincorporation concerning Proposal 2) and that hold shares of our Existing Common Stock as capital assets for U.S. federal income tax purposes. This discussion is based on provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated under the Code, and U.S. administrative rulings and court decisions, all as currently in effect and as presently interpreted, and all of which are subject to change, possibly with retroactive effect, and differing interpretations. Changes in these authorities may cause the U.S. federal income tax consequences of the Reverse Stock Split to vary substantially from the consequences summarized below.

This summary does not address all aspects of U.S. federal income taxation that may be relevant to shareholders in light of their particular circumstances or to shareholders who may be subject to special tax treatment under the Code, including, without limitation, non-U.S. Holders and other particular shareholders as further described below under the heading Material U.S. Federal Income Tax Consequences of the Reincorporation concerning Proposal 2.  The Company has not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service (“IRS”) regarding the federal income tax consequences of the Reverse Stock Split. This summary is provided for general information only and is not intended as tax or investment advice, and the tax consequences of the Reverse Stock Split may not be the same for all shareholders. This discussion does not address any consequences of the Reverse Stock Split under state, local and foreign tax laws, which may vary as to each shareholder depending on the jurisdiction in which such shareholder resides.

EACH SHAREHOLDER IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISORS TO DETERMINE PARTICULAR FEDERAL TAX CONSEQUENCES TO SUCH SHAREHOLDERS OF THE REVERSE STOCK SPLIT, AS WELL AS THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER LAWS.

Tax Consequences to the Company. We believe that the Reverse Stock Split will constitute a reorganization under Section 368(a)(1)(E) of the Code. Accordingly, we should not recognize taxable income, gain or loss in connection with the Reverse Stock Split.

Tax Consequences to Shareholders. Shareholders should not recognize any gain or loss for U.S. federal income tax purposes as a result of the Reverse Stock Split, except to the extent of any cash received in lieu of a fractional share of New Common Stock (which fractional share will be treated as received and then exchanged for cash). Each shareholder’s aggregate tax basis in the New Common Stock received in the Reverse Stock Split, including any fractional share treated as received and then exchanged for cash, should equal the shareholder’s aggregate tax basis in the Existing Common Stock exchanged in the Reverse Stock Split. In addition, each shareholder’s holding period for the New Common Stock it receives in the Reverse Stock Split should include the shareholder’s holding period for the Existing Common Stock exchanged in the Reverse Stock Split.

In general, a shareholder who receives cash in lieu of a fractional share of New Common Stock pursuant to the Reverse Stock Split should be treated for U.S. federal income tax purposes as having received a fractional share pursuant to the Reverse Stock Split and then as having received cash in exchange for the fractional share and should generally recognize capital gain or loss equal to the difference between the amount of cash received and the shareholder’s tax basis allocable to the fractional share. Any capital gain or loss will generally be long-term capital gain or loss if the shareholder’s holding period in the fractional share is greater than one year as of the effective date of the Reverse Stock Split. Special rules may apply to cause all or a portion of the cash received in lieu of a fractional share to be treated as dividend income with respect to certain shareholders who own more than a minimal amount of common stock (generally more than 1%) or who exercise some control over the affairs of the Company. Shareholders should consult their own tax advisors regarding the tax effects to them of receiving cash in lieu of fractional shares based on their particular circumstances.

Information Reporting and Backup Withholding. Shareholders that are U.S. Holders (other than corporations and certain other exempt recipients) may be subject to information reporting (including furnishing the shareholder’s social security number or taxpayer identification number on an IRS Form W‑9)  and backup withholding when such holder receives cash in lieu of a fractional share of our New Common Stock pursuant to the Reverse Stock Split. Such shareholders will be subject to backup withholding if they are not otherwise exempt and do not provide their social security number or taxpayer identification number in the manner required or otherwise fail to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the shareholder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS.  Shareholders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Approval Required

Provided that a quorum is present, consisting of a majority of the Existing Common Stock outstanding and entitled to vote, Proposal 1 will be approved if the number of shares voted in favor of the proposal exceeds the number of shares voted against. Shares that are not represented at the Annual Meeting, shares that abstain from voting on this proposal, and broker non-votes will have no effect on the outcome of the voting on this proposal.  Xenith, the holder of approximately 73.5% of our outstanding Existing Common Stock has committed to vote for Proposal 1. See “Certain Shareholder Relationships and Related Transactions.”

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”  PROPOSAL 1 TO APPROVE THE AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION AND A REVERSE STOCK SPLIT AT A RATIO OF 500 SHARES OF EXISTING COMMON STOCK FOR ONE SHARE OF NEW COMMON STOCK.

PROPOSAL 2

REINCORPORATION OF THE COMPANY FROM THE STATE OF NEBRASKA TO THE STATE OF DELAWARE

General

On March 31, 2020, for the reasons discussed below, the Board approved and declared it to be advisable and in the best interests of the Company and its shareholders to change the state of the Company’s incorporation from the State of Nebraska to the State of Delaware (the “Reincorporation”), which includes the adoption of a new certificate of incorporation and bylaws governing the Company, subject to approval by our shareholders at the Annual Meeting.

The principal effects of the Reincorporation, if approved by our shareholders and effected, will be that:

The Reincorporation will have no effect on the number of authorized shares of Common Stock and Preferred Stock that the Company is authorized to issue immediately prior to the Reincorporation and after giving effect to the change in capitalization and Reverse Stock Split discussed in Proposal 1.  Under our current Midwest-Nebraska Amended and Restated Articles of Incorporation after giving effect to Proposal 1, the Company is authorized to issue up to 20,000,000 shares of Voting Common Stock; up to 2,000,000 shares of Nonvoting Stock; and up to 2,000,000 shares of Preferred Stock.  Similarly, under our proposed Delaware charter, we will be authorized to issue up to 20,000,000 shares of Voting Common Stock;  up to 2,000,000 shares of Nonvoting Stock; and up to 2,000,000 shares of Preferred Stock. The Company intends to continue to have its principal operations and office in Nebraska.

Plan of Domestication

To accomplish the Reincorporation, the Board has adopted a plan of domestication  (“Plan of Domestication”), substantially in the form attached to this proxy statement as Exhibit C.  The Plan of Domestication provides that we will convert into a Delaware corporation and thereafter will be subject to all of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”).

Assuming that our shareholders approve this Proposal, we will cause the Reincorporation to be effected as soon as practicable thereafter by filing with the Secretary of State of the State of Nebraska Articles of Charter Surrender substantially in the form attached to this proxy statement as Exhibit D, and will file with the Secretary of State of the State of Delaware (i) a certificate of conversion, substantially in the form attached to this proxy statement as Exhibit E and (ii) a certificate of incorporation, which will govern the Company as a Delaware corporation, substantially in the form attached to this proxy statement as Exhibit F.  In addition, assuming that our shareholders approve this Proposal, the new bylaws for the Company will be substantially in the form attached to this proxy statement as Exhibit G.  Approval of this Proposal by our shareholders will constitute approval of the Plan of Domestication, the Articles of Charter Surrender, the Certificate of Conversion, the Certificate of Incorporation and the new bylaws.

If the Reincorporation is approved by our shareholders, the Reincorporation will become effective upon the filing (and acceptance thereof by the Secretary of State of the State of Nebraska) of the Articles of Charter Surrender and the filing (and acceptance thereof by the Secretary of State of the State of Delaware) of the Certificate of Conversion and the Certificate of Incorporation.

Reasons for Reincorporation

The primary reason that the Board has approved the Reincorporation is because the corporate laws of the State of Delaware are more comprehensive, widely-used and extensively interpreted than the corporate laws of other states, including Nebraska.  As a result of the flexibility and responsiveness of the Delaware corporate laws to the legal and business needs of corporations, many major corporations are incorporated in Delaware or have changed their corporate domiciles to Delaware in a manner similar to the Reincorporation that we are proposing.  The Delaware judiciary is particularly familiar with corporate law matters and a substantial body of court decisions has developed construing the laws of Delaware, thus providing greater clarity and predictability with respect to our corporate legal and governance affairs.  The Board believes any benefits provided to us by Delaware law directly benefit our shareholders.

In deciding to propose the Reincorporation, the Board considered, among others, the following benefits of Delaware law to the Company and its shareholders:

The Board is not proposing the Reincorporation to prevent a change in control of the Company and is not aware of any present attempt by any person to acquire control of the Company or to obtain representation on the Board.

Why Shareholders Should Vote for Reincorporation

Delaware is a nationally recognized leader in adopting and implementing comprehensive modern and flexible corporate laws.  The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws, including the NMBCA.

In addition, Delaware courts (such as the Court of Chancery and the Delaware Supreme Court) are highly regarded for their considerable expertise in dealing with corporate legal issues and for producing a substantial body of case law construing the DGCL, with multiple cases concerning areas that Nebraska courts have not considered.  Because the judicial system is based largely on legal precedents, the abundance of Delaware case law should serve to enhance the relative clarity and predictability of many areas of corporate law, which in turn may offer added advantages to us by allowing the Board and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions.

The Reincorporation also may make it easier to attract future candidates willing to serve on the Board because many such candidates are already familiar with the DGCL, including provisions relating to fiduciary duties and director indemnification, from their past business experience.

In addition, in the opinion of the Board, underwriters and other members of the financial services industry may be more willing and better able to assist in capital-raising programs for corporations having the greater flexibility and certainty  afforded by the DGCL.  Certain investment funds, sophisticated investors and brokerage firms may be more comfortable and more willing to invest in a Delaware corporation than in a corporation incorporated in another U.S. jurisdiction whose corporate laws may be less understood.

We believe that the Reincorporation will not affect any of our material contracts with any third parties, and that our rights and obligations under such material contractual arrangements will continue as our rights and obligations after the Reincorporation.

Effect of Vote for Reincorporation

A vote in favor of the Reincorporation is a vote in favor of the Plan of Domestication, the Articles of Charter Surrender, the Certificate of Conversion, the Certificate of Incorporation and the bylaws.  If the Reincorporation is approved by our shareholders, the Reincorporation would become effective upon the filing (and acceptance thereof by the Secretary of State of the State of Nebraska and the Secretary of State of the State of Delaware)  as applicable of the Nebraska Articles of Charter Surrender, the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation.

No Dissenters or Appraisal Rights

Under the NMBCA, shareholders do not have dissenters or appraisal rights with respect to Proposal 2.

Discretion Not to Consummate Reincorporation

The Reincorporation may be delayed by the Board or the Plan of Domestication may be terminated and abandoned by action of the Board at any time prior to the effective time of the Reincorporation, whether before or after approval by our shareholders, if the Board determines for any reason that such delay or termination would be in the best interests of the Company and its shareholders.

Material U.S. Federal Income Tax Consequences of the Reincorporation

The following discussion addresses certain U.S. federal income tax considerations that are generally applicable to U.S. holders (as defined below) of our New Common Stock who receive Voting Common Stock of Midwest-Delaware in automatic conversion or exchange for their Voting Common Stock of Midwest-Nebraska in the Reincorporation.  This discussion addresses only those shareholders who hold their Voting Common Stock as a capital asset within the meaning

of Section 1221 of the Code and does not address all the U.S. federal income tax consequences that may be relevant to particular shareholders in light of their individual circumstances, including, without limitation:

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of New Common Stock that is:

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds shares of New Common Stock, the U.S. federal income tax consequences to each partner generally will depend on the status of the partner and the activities of the partnership and the partner.  Partners holding New Common Stock and partners in such partnerships should consult their own tax advisors with respect to the U.S. federal income tax consequences of the Reincorporation.

The tax consequences to holders of options to acquire our common stock are also not discussed herein.  In addition, the following discussion does not address the tax consequences of transactions effected prior to or after the Reincorporation (whether or not such transactions are in connection with the Reincorporation).

The following discussion is based on the interpretation of the Code, applicable Treasury Regulations, judicial authority and administrative rulings and practice, all as of the date hereof.  The Internal Revenue Service (the “IRS”) is not precluded from adopting a contrary position.  In addition, there can be no assurance that future legislative, judicial or administrative changes or interpretations will not adversely affect the accuracy of the statements and conclusions set forth herein. Any such changes or interpretations could be applied retroactively and could affect the tax consequences of the Reincorporation to the Company, Midwest-Delaware and/or our shareholders.  A ruling from the IRS will not be requested in connection with the Reincorporation.

EACH SHAREHOLDER IS URGED TO CONSULT HIS,  HER OR ITS OWN TAX ADVISORS TO DETERMINE PARTICULAR FEDERAL TAX CONSEQUENCES TO SUCH SHAREHOLDERS OF THE REINCORPORATION, AS WELL AS THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER LAWS.

Subject to the limitations, qualifications and exceptions described herein, and assuming the Reincorporation qualifies as a reorganization within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences of the Reincorporation will be as follows:

A U.S. holder of shares of our New Common Stock may be required to attach a statement to its tax returns for the year of the Reincorporation that contains the information listed in Treasury Regulation Section 1.368‑3(b) and may be required to maintain a permanent record of facts relating to the Reincorporation.  Such information includes, among other things, the shareholder’s tax basis in the shareholder’s  New Common Stock of Midwest-Nebraska and the fair market value of the shareholder’s  New Common Stock of Midwest-Nebraska immediately prior to the Reincorporation.

Accounting Treatment

We expect that the Reincorporation will have no effect from an accounting perspective because there will be no change in the Company’s accounts as a result of the Reincorporation.  As such, our financial statements previously filed with the SEC will remain our financial statements following the Reincorporation.

Regulatory Approvals

The Reincorporation will not be consummated unless shareholder approval is obtained.  We will obtain all required consents of governmental authorities, including the filing of the Articles of Charter Surrender with the Secretary of State of the State of Nebraska and the filing of the Certificate of Conversion and the Certificate of Incorporation with the Secretary of State of the State of Delaware.

Blank Check Preferred Stock

Our current Amended and Restated Articles of Incorporation and the proposed Certificate of Incorporation both authorize the Board to issue shares of Preferred Stock in series with such preferences as designated at the time of issuance.  The Board does not currently intend to seek shareholder approval prior to any issuance of a new class or series of Preferred Stock if the Reincorporation is approved, except as required by law or regulation.  Frequently, opportunities arise that require prompt action, and the Board believes that the delay necessary for shareholder approval of a specific issuance would be a detriment to the Company and its shareholders.  Should the Board determine to issue a new class or series of Preferred Stock, it will only do so upon terms that the Board deems to be in the best interests of the Company and its shareholders.

It should be noted that the voting rights and other rights to be accorded to any unissued series of Preferred Stock of the Company remain to be fixed by the Board.  Accordingly, if the Board so authorizes, the holders of a new series of Preferred Stock may be entitled to vote separately as a class in connection with approval of certain extraordinary corporate transactions, might be given a disproportionately large number of votes or might be given preferences in dividend payment, liquidation or other rights.  Such new series of Preferred Stock also could be convertible into a large number of shares of our Common Stock under certain circumstances or have other terms that might make acquisition of a controlling interest in the Company more difficult or more costly, including the right to elect additional directors to the Board.  Potentially, a new series of Preferred Stock could be used to create voting impediments or to frustrate persons seeking to effect a merger or otherwise to gain control of the Company.  Also, a new series of Preferred Stock could be privately placed with purchasers who might side with our management opposing a hostile tender offer or other attempt to obtain control of the Company.

Rights of Shareholders Prior to and After Reincorporation from Nebraska to Delaware

If the proposals contained in this proxy statement are approved, then aside from changing the state of incorporation, reducing the amount of authorized capital and effecting a reverse split of the Existing Common Stock, the Company’s Amended and Restated Articles of Incorporation will remain the same.

However, once the state of incorporation is changed, Delaware Law, rather than Nebraska Law, will control and govern the Company’s corporate affairs.

Because of differences between the laws of Nebraska and Delaware, the Reincorporation will effect some changes in your rights as Company shareholders.  Summarized below are significant differences between shareholder rights before and after the Reincorporation, as a result of the differences between these laws.   This summary is not intended to be relied upon as an exhaustive list of all differences or a complete description of the differences, and is qualified in its entirety by reference to the NMBCA, the Company’s  Nebraska Amended and Restated Articles of Incorporation (“Articles”), the Company’s proposed Certificate of Incorporation in Delaware (“Certificate of Incorporation”), and the Company’s  bylaws before and after the Reincorporation, and the DGCL.

Par Value of Capital Stock; Surplus; Capital

The concepts of par value, surplus and capital do not exist under the NMBCA. Delaware recognizes the concepts of par value, surplus and capital and therefore after Reincorporation, all shares of the Company’s capital stock will have a par value of $0.001 per share.

Voting Rights

Under the NMBCA, if a quorum exists, action on a matter other than the election of directors, is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action.

Under the DGCL, the vote required for actions on which the stockholders have a right to vote, except for the election of directors, is the affirmative vote of the holders of a majority of the shares of each class entitled to vote thereon, voting as a separate class and not jointly. However, as allowed by the DGCL, our bylaws provide that, if a quorum exists, action on a matter other than the election of directors is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action.

Vote required for Election of Directors

Under the NMBCA, cumulative voting is mandatory for the election of directors.  That number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, shall be elected to the Board.

Under the DGCL, a Company may specify in its certificate of incorporation that cumulative voting is allowed at all elections of directors of the corporation, or at elections held under specified circumstances.  In the absence of such specification, a plurality of the votes of the shares present in person or represented by proxy at a meeting entitled to vote

for directors is required to elect a director under the DGCL. Cumulative voting will not be provided for in the Company’s  Certificate of Incorporation effective after the Reincorporation.

Action by Shareholders Without a Meeting

Under the NMBCA, any action required or permitted to be taken at a shareholder’s meeting may be taken without a meeting if all of the shareholders entitled to vote thereon consent to such action in writing.  Action by written consent is to be effective as of the date the corporation receives writings describing and consenting to the action signed by all of the shareholders entitled to vote with respect to the action, unless all of the written consents necessary to effect the action specify a later date as the effective date of the action.

Unless otherwise provided in its certificate of incorporation, any action required or that may be taken under the DGCL at any annual or special meeting of stockholders of a corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Company’s Certificate of Incorporation specifically provides that actions by less than unanimous written consent of its stockholders shall not be permitted.

Removal of Directors and Officers

Under the NMBCA, a director may be removed, with or without cause, only by the holders of common stock and may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against removal.

Under the DGCL, the vote required of the holders of common stock for removal is a majority vote of the shares of common stock then entitled to vote at an election of directors, unless the certificate of incorporation provides otherwise.

Indemnification

The indemnification provisions of the NMBCA and the DGCL are substantially similar as both permit the Company to indemnify officers, directors, employees and agents for actions taken in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action, which they had no reasonable cause to believe that such conduct was unlawful. Both also provide for the indemnification and advancement of expenses with respect to defense costs incurred by such persons.

Record Date

The current bylaws of the Company provide that for the purpose of determining the shareholders entitled to notice of or to vote at any meeting or any adjournment thereof, or the shareholders entitled to receive payment of dividends, or for any other proper purpose, the Board may fix in advance a date as the record date, such date in any case to be not more than 60 and not less than 10 days prior to the date on which the particular action is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board fixes a new record date which it must do if the meeting is adjourned to a date more than 120 days fixed for the original meeting.

The DGCL allows for a 30‑day notice period with respect to adjournments.

The DGCL states that the record date is not to precede the date upon which the resolution fixing the record date is adopted by the board of directors; when applicable, the record date is not to be more than 60 days before the meeting or action requiring determining of stockholders, except in the case of an action by written consent, the record date for which must not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the board of directors; and, in the case of a stockholder meeting, in addition to the maximum limit of the record date being not more than 60 days before the meeting, a minimum limit applies to the record date of not less than 10 days before the meeting.

Amendment to the Articles of Incorporation and Bylaws

Under its current Articles of Incorporation, the Company reserves the right to amend or repeal any provisions contained in the Articles in the manner now and hereafter permitted by the NMBCA, and all rights conferred upon shareholders are granted subject to this reservation. Under the Nebraska Model Business Corporation, shareholders are not entitled to enact, without any action taken by its board of directors, an amendment to its articles of incorporation. Amendments to the articles of incorporation generally require that the board of directors adopt a resolution setting forth the amendment, declaring its advisability and submitting it to a vote of the shareholders.

Under the current bylaws, the bylaws may be amended, or repealed and new bylaws adopted, by the Board or the shareholders.

Under DGCL, stockholders are not entitled to enact, without any action taken by the board of directors, an amendment to a certificate of incorporation. Amendments to a certificate of incorporation generally require that the board of directors adopt a resolution setting forth the amendment, declaring its advisability and submitting it to a vote of the stockholders.

Only stockholders may amend, repeal or enact new bylaws unless, as will be the case after the Reincorporation, the Company’s Certificate of Incorporation also allows the Board to amend, repeal or enact bylaws.

Actions and Proceedings; Forum

Neither the NMBCA nor the Company’s Articles provide any specific jurisdiction or venue provisions for actions or proceedings brought derivatively on behalf of the Company or against the Company or any of its directors or officers for breaches of fiduciary duty.

Under the Company’s Delaware Certificate of Incorporation however, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action arising pursuant to any provision of the DGCL or the Company’s Certificate of Incorporation or its bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten (10) days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than such court, or (C) for which such court does not have subject matter jurisdiction. This choice of forum provision does not apply to any actions arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Business Combination Statute

Nebraska has adopted a Shareholders Protection Act (“Act”) which limits the voting power of shares acquired in a “control share acquisition” (levels between 20% and 50% and over 50%) and which prohibits certain business combinations between a corporation and an “interested shareholder” (a holder of more than 10% of the corporation’s voting stock). Although the Act applies to certain domestic and foreign corporations, there are several exceptions that can only be analyzed in context. As to foreign corporations, which the Company will be after reincorporation in Delaware, an exception exists if the corporation has fewer than 500 employees in Nebraska; hence the Act, for this and other reasons, is not expected to be applicable after the Reincorporation.

Section 203 of the DGCL provides for a three-year moratorium on certain business combinations with “interested stockholders” (generally, persons who own, individually or with or through other persons, 15% or more of the corporation’s outstanding voting stock).  However, the DGCL permits a corporation to opt out of the restrictions imposed by Section 203 and the Company will opt out of Section 203 of the DGCL in its Certificate of Incorporation.

Appraisal Rights

Under the NMBCA, shareholders are entitled to exercise appraisal rights in the event of certain mergers, share exchanges, sales, leases, exchanges or other dispositions of all or substantially all of the property of the corporation. Shareholders also may assert appraisal rights in the case of a reverse stock split that reduces the number of shares owned to a fraction of a share or to scrip if such scrip is to be acquired for cash or voided. See Proposal 1 above. Appraisal rights in Nebraska, if applicable, are available to both record holders and beneficial holders.

The DGCL provides appraisal rights only in the case of a stockholder objecting to certain mergers or consolidations.  Appraisal rights in Delaware are available to holders of record of capital stock only.

Approval Required

Provided that a quorum is present, consisting of a majority of the Company’s Existing Common Stock outstanding and entitled to vote, Proposal 1 will be approved if the number of shares of Existing Common Stock voted in favor of the proposal exceeds the number of shares voted against. Shares that are not represented at the Annual Meeting, shares that abstain from voting on this proposal, and broker non-votes will have no effect on the outcome of the voting on this proposal.  Xenith has agreed to vote all of its shares FOR Proposal 2. See “Certain Shareholder Relationships and Related Transactions.”

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSAL 2 FOR THE COMPANY TO REINCORPORATE IN DELAWARE.

PROPOSAL 3

STAGGERED BOARD PROPOSAL

If this proposal is approved, Article VII of the Company’s Amended and Restated Articles of Incorporation will divide the Company’s  Boarddivided into three classes based on their terms of office: Class I, Class II and Class III. Further, if this proposal is approved, the Company will implement(commonly known as a staggered board at the Annual Meeting.  Upon implementation, such classes shall“staggered” Board), each class to be as nearly equal in number as possible.  At each annual meeting of stockholders, members of one of the classes, on a rotating basis, are generally elected for a three-year term. The total authorized number of Directors is currently set at twelve. In connection with our commitment to diversity, on May 7, 2021, our Board increased the size of our Board from seven to nine members and nominated Nancy Callahan and Diane Davis for election to our Board at the Annual Meeting as Class I Directors. In addition, pursuant to our Certificate of Incorporation which requires that each of the three staggered classes of directors be nearly equal in the number of directors as possible, but shall initially consist of twowe moved Jack Theeler from the Class I members, twocategory to the Class II category.  The following table sets forth, by class, the current members and three Class III members. Each director shall serve for a term ending on the third annual meeting of shareholders following the annual meeting at which that director was elected. However, the directors first designated as Class I directors shall serve for a term expiring at the next annual meeting of shareholders following the date of the 2020 annual meeting of shareholders, the directors first designated as Class II directors shall serve for a term expiring at the second annual meeting of shareholders following the date of the 2020 annual meeting of shareholders,our Board and the directors first designated as Class III directors shall servetwo nominees (Ms. Callahan and Ms. Davis) which our Board has recommended for a term expiring at the third annual meeting of shareholders following the date of the 2020 annual meeting of shareholders.

If Proposal 3 is approvedelection by our stockholders at the Annual Meeting to fill the seven nominees will serve one, two or three year terms described in Proposal 4 below.

If Proposal 3 is not approved but the seven nominees are elected, they shall each serve until the 2021 annual meeting of shareholders and until their successors are elected and qualified.

The Company’snew open Board believes that dividing the directors into three classes is advantageous to the Company and its shareholders because by providing that directors will serve three-year terms rather than one-year terms, the likelihood of continuity and stability in the policies formulated by the Board will be enhanced. While the Company’s management has not experienced any problems with continuity in the past, it wishes to ensure that this experience will continue and believes that the staggered election of directors will promote continuity because only one classseats as of the directors will be subject to election each year.date of this proxy statement:

The amendment would significantly extend the time required to make any change in control of the Board and will tend to discourage any hostile takeover bid for the Company. Presently, a change in control of the Board can be made by the holders of a majority of the Company’s shares of Common Stock at a single annual meeting. Under the proposed amendment, it will take at least two annual meetings for such shareholders to make a change in control of the Company’s 

Board, because only a minority of the directors will be elected at each meeting. Staggered terms would guarantee that approximately two-thirds of the directors, or more, at any one time have at least one year’s experience as directors of the Company.

The Company’s current Amended and Restated Articles of Incorporation does not contain a provision regarding the removal of directors. Where there is no classified board of directors, Delaware law which will govern after the Reincorporation, provides that shareholders may remove directors with or without cause by a majority vote. Where there is a classified board of directors, the DGCL provides that shareholders may remove directors only for cause, unless the certificate of incorporation otherwise provides. The Company’s  Delaware Certificate of Incorporation does not have a provision allowing removal of directors other than for cause. If the staggered board proposal is approved, shareholders will not have the ability to remove a director at will.

One method for a takeover bidder to obtain control of a corporation is to acquire a majority of its outstanding shares through a tender offer or open market purchases and then using its voting power to remove the existing directors. Requiring cause in order to remove a director would defeat this strategy. Potential takeover bidders will therefore be more likely to negotiate with the existing Board regarding a change of control. The Board believes that the adoption of the staggered board proposal would properly condition a director’s continued service upon his ability to serve rather than his position relative to a dominant shareholder.

The approval of the staggered board proposal would eliminate the right of shareholders to remove directors without cause even if shareholders believe such a change would be desirable. Removing a director where cause is required is more difficult, unless cause is readily apparent. If shareholders cannot remove directors without cause, directors might be less responsive to shareholders. While what constitutes “cause”  is not clear, actions such as embezzlement, disclosure of trade secrets, or other violations of fiduciary duty have been found to constitute cause for removal.

Shareholders seeking to remove a director for cause could be forced to initiate a lawsuit to clarify the exact meaning of “cause,” which could be costly and time-consuming. Shareholders should recognize that the staggered board proposal will make the removal of a director more difficult in circumstances which do not constitute a takeover attempt and where, in the opinion of the holders of a majority of the Company’s outstanding shares, cause for such removal may exist. Moreover, this proposal may have the effect of delaying an ultimate change in existing management which might be desired by a majority of the shareholders.

The vote of a majority of Existing Common Stock entitled to vote will be required to alter, amend, rescind or repeal this provision of the Company’s Amended and Restated Articles of Incorporation or to adopt any provision inconsistent with this provision.

Approval Required

Provided that a quorum is present, consisting of a majority of the Existing Common Stock outstanding and entitled to vote, Proposal 3 will be approved if the number of shares voted in favor of the proposal exceeds the number of shares voted against. Shares that are not represented at the Annual Meeting, shares that abstain from voting on this proposal, and broker non-votes will have no effect on the outcome of the voting on this proposal.

The Board unanimously recommends that shareholders vote “FOR” Proposal 3 to divide the board into three classes.

PROPOSAL 4

ELECTION OF DIRECTORS

At the Annual Meeting, the shareholders of Midwest will elect a total of seven directors to serve as the Board.  The Board has not had a nominating committee in the past because of the small size of the Company,  but the Board may consider forming such a committee in the future. There were four meetings of the Board held during the year ended December 31, 2019. No director attended fewer than 75% of such meetings. Further, no director attended fewer than 75% of the meetings of any committee of the Board on which he served during 2019.

The Board has nominated for election the following seven persons: A. Michael Salem, Mike Minnich,  Sachin Goel,  John Hompe,  Firman Leung,  Jack Theeler and Douglas K. Bratton.  All seven currently serve as directors of Midwest, and A. Michael Salem and Mike Minnich currently serve as corporate officers and employees.  Douglas K. Bratton is a designee of Crestline Assurance Holdings LLC (“Crestline”) which, under the Stockholders Agreement, has the right to designate one member of our Board,  as long as it and its affiliates own at least  10%  of the Company’s outstanding common stock. See “Certain Shareholder Relationships and Related Transactions.”

If Proposal 3, the divided or staggered board proposal, is approved at the Annual Meeting, the seven nominees will serve one, two or three year terms as follows:

Stockholders are being asked to elect four Directors at the Meeting. The Board is recommending re-election of Firman Leung as a Class I Director, and election of Nancy Callahan and Diane Davis as Class I Directors to fill the two additional Board seats created in connection with the recent authorization to expand our Board, all to serve a three-year term expiring at the annual meeting of stockholders in 2024. In connection with the expansion of the Board and due to the reassignment of Jack Theeler from a Class I to a Class II Director, the Board is recommending the re-election of Jack Theeler to serve a one-year term expiring at the annual meeting of stockholders in 2022.

The persons named in our form of proxy will vote the shares represented by such proxy for the election of the nominees for Director named above unless other instructions are shown on the proxy card. If, Proposal 3at the time of the meeting, a nominee becomes unavailable for any reason, which is not approved butexpected, the seven nominees are elected,persons entitled to vote the proxy will vote for such substitute nominee, if any, as they shalldetermine in their sole discretion, or we may reduce the size of the Board.

Biographical information and qualifications for the persons nominated as a Director, and for each serve untilperson whose term of office as a Director will continue after the 2021 Annual Meeting, and until their successors are elected and qualified.

The holders of shares of Existing 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 NMBCA. Cumulative voting rights for the election of directors means that each holder of Existing Common Stock is entitled to the number of votes determined by multiplying the number of shares held by the number of directors being elected, in this case seven directors. 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 “CUMULATIVE FOR” on the lineset forth below and entering the name and number of shares voted on that line. There are no conditions precedent to the exercise of cumulative voting rights under the NMBCA or in the Articles of Incorporation or bylaws of Midwest.caption “Information Concerning Executive Officers and Directors”.

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 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.

Directors are elected by a plurality vote of the shares virtually present in person or represented by proxy at the Annual Meeting, meaning that the director nominee with the most affirmative votes for a particular slot is elected for that slot. Any shares not voted (whether by withholding the vote, broker non-vote or otherwise) have no impact in the election of the four Directors. If you sign your proxy card but do not give instructions with respect to the voting of Directors, your shares will be voted for Firman Leung, Nancy Callahan, Diane Davis and Jack Theeler. However, if you hold your shares in street name and do not instruct your broker how to vote in the election of Directors, your shares will constitute a broker non-vote and will not be voted for any of the Director nominees.

In light of the individual skills and qualifications of each of our Director nominees, our Board Leadership Structurehas concluded that each of our Director nominees should be elected to our Board.

Midwest does

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES IDENTIFIED IN THIS PROPOSAL 1.

Director Independence

Under the rules of the Nasdaq Capital Market, independent directors must comprise a majority of our Board as a public company within one year of listing.

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director and director nominee. Based upon information requested from and provided by each director and director nominee concerning his or her background, employment and affiliations, including family relationships, our Board has determined that Nancy Callahan, Diane Davis, Sachin Goel, John Hompe, Firman Leung and Jack Theeler do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a formal policy regardingdirector and that each of these directors is, or will be upon election, “independent” as that term is defined under the separationapplicable rules and regulations of its Executive Chairman (principalthe SEC and the listing requirements of the Nasdaq Listing Rules. In making this determination, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. These six independent directors and director nominees, currently constitute and will continue to constitute, a majority of the Board if elected.

Our Board has determined that Michael Minnich and A. Michael Salem are not independent due to their executive officer)officer and Chief Executive Officer (“CEO”)employee positions althoughwith our company, and their personal and shared beneficial stock ownership places them among our largest stockholders. In addition, our Board has determined that Douglas Bratton is not independent by virtue of his affiliation with one of our largest stockholders.

Board Meetings and Committees

The Board meets at such times as are necessary and generally on the dates of regularly scheduled Board meetings and at such other times as may be necessary.

There are three standing committees appointed by the Board: the Audit Committee, a Compensation Committee and a Nominating/ Corporate Governance Committee. Each committee has the power to employ the services of outside consultants and to have discussions and interviews with personnel of the Company and others. The principal functions of the committees are summarized as follows:

Audit Committee

The primary purposes of our Audit Committee are to:

Our Audit Committee consists of John Hompe, Firman Leung and Jack Theeler. In addition, we intend to appoint Diane Davis to our Audit Committee if she is elected to the Board at the Annual Meeting. Our Board has determined that all members are independent under the Nasdaq Listing Rules and Rule 10A-3(b)(1) of the Exchange Act. The chair of our audit committee is John Hompe. Our Board has determined that John Hompe is an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K. Our Board has also determined that each member of our audit committee can read and understand fundamental financial statements, in accordance with applicable requirements. In arriving at these determinations, the Board has currently separatedexamined each Audit Committee member’s scope of experience and the two positionsnature of their employment in the corporate finance and it intendsinvestment sector. The Audit Committee is governed by a charter that complies with the rules of Nasdaq.

Compensation Committee

The Compensation Committee of our Board approves the compensation objectives for the Company, the compensation of our co-chief executive officers and approves, or recommends to continue that policy.our Board for approval, the compensation for other executives. The Compensation Committee reviews all compensation components, including base salary, bonus, benefits and other perquisites.

Our Compensation Committee consists of John Hompe, Firman Leung and Sachin Goel. In addition, we intend to appoint Nancy Callahan to our Compensation Committee if she is elected to the Board at the Annual Meeting. Our Board has determined that all of its members are independent under the Nasdaq Listing Rules and are “nonemployee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. The chair of our Compensation Committee is responsible forSachin Goel. The Compensation Committee is governed by a charter that complies with the controlrules of Nasdaq.

Nominating and direction of the Company. Corporate Governance Committee

The Board representswill also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the Company’s shareholders,next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our Board should follow the procedures set forth in our bylaws. On January 28, 2021, our Board formed a Nominating and itsCorporate Governance Committee. The primary purpose ispurposes of our Nominating and Corporate Governance Committee are to build long-term shareholder value. Mr. Minnich serves as Executive Chairman ofassist the Board in:

Our Nominating and Mr. Salem as CEOCorporate Governance Committee consists of the Company. The Board believes that these individuals are best situatedJack Theeler and John Hompe. In addition, we intend to serve as Executive Chairmanappoint Nancy Callahan and CEO, respectively, becauseDiane Davis to our Nominating and Corporate Governance Committee if they are elected to the individuals most familiarBoard at the Annual Meeting. Our Board has determined that both of its members are independent under Nasdaq Listing Rules and are “nonemployee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. The chair of our Nominating and Corporate Governance Committee is John Hompe.

The Nominating and Corporate Governance Committee is governed by a charter that complies with the Company’s business plan, andrules of effectively identifying strategic priorities and leading the discussion and execution of corporate strategy.Nasdaq.  As this committee was recently formed, it did not hold any meetings in 2020.

Board’s Role in Risk Oversight

The

Our Board as a whole has responsibilityan active role in overseeing the management of our risks. Our Board is responsible for risk oversight. Thegeneral oversight of risks and regular review of information regarding our risks, including liquidity risks and operational risks. This 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 regularly receives reports regarding the

investments and securities held by Midwest’sour 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 national securities exchange. In determining whether our directors are independent, however, we intend to adhere to the rules of the NYSE American with respect to independent directors. The NYSE American 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 American listing requirements state that a majority of a company’s  Board must be independent. Our Board nominees includes four independent directors, namely, John Hompe,  Sachin Goel,  Firman Leung and Jack Theeler. These four independent directors constitute a majority of the Board.

Audit Committee

The Board has established an Audit Committee and appointed John T. Hompe, Scott Morrison and Jack Theeler to serve as members. At the first Board meeting immediately following the Annual Meeting, an independent director will be appointed to replace Mr. Morrison who is not standing for re-election to the Board.

Mr. Hompe, who is independent, as defined in NYSE American listing standards and SEC rules, was designated the Audit Committee Chair and Financial Expert. The Board has adopted an Audit Committee Charter that details the Audit Committee’s responsibilities to be as follows: (i) review recommendation of independent registered public 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 annual financial statements. The Committee met five times in 2019 and all Committee members were present at each meeting. Our Audit Committee charter is available on our website at www.midwestholding.com.

Our management isalso responsible for preparingoverseeing the management of risks relating to our consolidated financial statements,executive compensation plans and our independent registered public accounting firm (“auditor”) is responsible for auditing those consolidated financial statements.arrangements. The Audit Committeeaudit committee is responsible for overseeing the conductmanagement of these activities byrisks relating to accounting matters and financial reporting. Although the audit committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through discussions from audit committee members about such risks. Our Board believes its administration of its risk oversight function has not negatively affected our management and the auditor regarding the Company’s consolidated financial statements as of andBoard’s leadership structure.

Stockholder Nominations for the year ended December 31, 2019. In this context, the Audit Committee met and held discussions with management and the independent auditor. Management representedBoard of Directors

Midwest has not made any material changes to the Audit Committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent auditor prior to their release and filing.

The Audit Committee discussed with the auditor matters required to be discussedprocedures by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”). In addition, the Audit Committee received from the auditor the written disclosures and the letter required by applicable requirements of the PCAOB, regarding the auditor’s communications with the Audit Committee concerning independence, and has discussed with the auditor the auditor’s independence.

Based on the discussions described above and subjectwhich stockholders may recommend nominees to the limitations on the roles and responsibilities of the Audit Committee referred to above and in its Charter, the Audit Committee recommended to the Board that the audited consolidated financial statements of Midwest Holding Inc. be included in the Annual Report on Form 10‑K for the fiscal year ended December 31, 2019 for filing with the SEC.

Compensation Committee

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 officers and directors compensation, are performed by the entire Board. The Company has not had a

Compensation Committee in the past because of its limited number of executive officers whose compensation consisted of only cash. In the future, as the Company grows and requires different forms of incentive compensation to attract and retain executive talent, a Compensation Committee may be formed by the Board.

Delinquent Section 16(a) Reports

Executive officers, directors and “beneficial owners” of more than ten percent of Midwest’s  equity securities must file initial reports of ownership and changes in ownership with the SEC under Section 16(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 2019, 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 that Sachin Goel, a director, failed to file two reports on a timely basis, one Form 3 upon becoming a director and one Form 4 upon receipt of director’s options to purchase equity securities of the Company and Vespoint failed to file on a timely basis one report on Form 4 relating to two loans that were converted into equity securities of the Company.

Code of Ethics

Midwest has

We have adopted a Code of Ethics that applies to all of our executive officers, including our principal executive officer, principal financial officer, principal accounting officer and controller and persons performing similar functions in accordance with applicable federal securities laws. A copy of theOur Board is responsible for overseeing our Code of Ethics was filed as an exhibit to our Annual Report on Form 10‑K for the fiscal year ended December 31, 2012. This document may be reviewed by accessing Midwest’s public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be providedand any waivers applicable to any shareholder without charge upon request by contacting our corporate secretary at Midwest Holding Inc., 2900 South 70th Street, Lincoln, Nebraska 68506. Midwest intends to disclose any amendments todirector, executive officer or waivers of certain provisions of its Code of Ethics in a Current Report on Form 8‑K.

The Company hasemployee. We have also adopted a Code of Conduct and Conflicts of Interest Policy that includes provisions covering related persons transactions. In general, any transaction, or proposed transaction, to which the Company and any director, director nominee, executive officer, more than 5% shareholderstockholder or immediate family member of such persons was, is or will be a participant must be reviewed and approved or ratified by our audit committee of the Board.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act of 1934, as amended, requires our Directors, officers and persons who beneficially own more than 10% of our Common Stock to file certain reports of beneficial ownership with the Securities and Exchange Commission.  These reports show the Directors’, officers’ and greater than 10% stockholders' ownership and the changes in ownership of our common stock and other equity securities.  The SEC regulations also require that a copy of all such Section 16(a) forms filed must be furnished to us by the person or entity filing the report.  To the Company’s Audit Committee.knowledge, during the fiscal year ended December 31, 2020, all reports required to be filed pursuant to Section 16(a) were filed on a timely basis, except for the following:

Interlocks

The Compensation Committee members are not officers or employees of our company, and there is not, nor was there during fiscal 2020, any compensation committee interlock (in other words, no executive of Midwest serves as a Director or on the compensation committee of a company that has one or more executives serving on our Board or our Compensation Committee).

Information Concerning Executive Officers and Directors

The following table sets forth, as of May 15, 2020,1, 2021, certain information regarding our executive officers, current directors and nominees to the Board to be elected at the Annual Meeting.

MIKE MINNICH:

Michael Minnich.  Mr. Minnich has over 25 years of experience in insurance, a private investment company, technology, risk-management, and investing. He was named Executive Chairman of Midwest on April 30, 2019.2019 and Co-Chief Executive Officer on November 16, 2020. Mr. Minnich was named President and a member of the Board of American Life in June 2018. Mr. Minnich wasis a Founder and has been Co-Chief Executive of Vespoint Capital LLC, along with Mr. Salem, insince 2018. Since July 2010, he has been Managingmanaging member of Rendezvous Capital LLC, a New York firm

advising insurers on capital and investments. From February 2013 to May 2017, he was Chief Investment Officer of A-Cap, an insurance holding and investment company. Mr. Minnich graduated with a Bachelor of Science degree in Electrical Engineering in 1994 and an MBA in 1995 from the Massachusetts Institute of Technology.

A. MICHAEL SALEM:Michael Salem. Mr. Salem has over 16 years of experience in insurance distribution, insurance investing, and technology. He was appointed Chief Executive Officer and a Director of Midwest on April 30, 2019.2019 and Co-Chief Executive Officer on November 16, 2020. He has served as Chairman of American Life since June 2018. Mr. Salem is a Founder and has been Co-Chief Executive Officer of Vespoint Capital LLC ultimate controlling party of the Company since 2018. In addition, he has served as managing member of AMS Advisors LLC since January 2011. From July 2013 to August 2017, he was Co-Founder, Managing Principal and Co-Head of Advisory Capital at Vanbridge LLC, an investment management firm. Mr. Salem graduated with a Bachelor of Science degree in Computer Science from Brown University in 2003 and obtained a Master’s degree in Electrical Engineering from Stanford University in 2005.

MARK A. OLIVER:

Shyamal Somaroo.Mr. Oliver serves as PresidentSomaroo is our Chief Technology Officer and has over 20 years of experience across technology and quantitative finance. Prior to joining Midwest, he was the head of valuations at Barclays Africa where he oversaw valuations for all derivative positions across all African trading desks. Prior to Barclays, Mr. Somaroo was a positionDirector at Merrill Lynch in New York overseeing valuations for the global credit derivative portfolio. Prior to that, he was a consultant at McKinsey & Co and a technology scout at Pfizer’s Discovery Technology Center in Cambridge, MA. Mr. Somaroo received his Ph.D. from Cambridge University (UK) and has held since 2010. Mr. Oliverpost-doctoral positions at Harvard and M.I.T.

Debra K. Havranek.  Ms. Havranek is also currently theour Vice President, Chief Financial Officer and SecretaryTreasurer and has worked for us since 2014. She has more than 25 years of experience in corporate reporting in the life insurance, banking, and consumer packed goods industries. Previously, she served from April 2006 to June 2014 as Manager of Finance at Conagra Brands, a member of the Board of Directors of American Life. He served as CEO since that company received its Certificate of Authoritylarge publicly traded corporation. Ms. Havranek holds a B.S.B.A. in Accounting from the Nebraska DepartmentUniversity of Insurance on September l, 2009 through June 2018. HeNebraska-Omaha and is a Certified Public Accountant.

Eric J. Del Monaco.  Mr. Del Monaco is Midwest’s Chief Risk Officer and also Chief Executive Officer of 1505 Capital LLC, with over 21 years of broad financial services experience. Prior to joining Midwest, Mr. Del Monaco was elected ChairmanHead of American Life in March, 2017 and served in that capacity until June 2018. He served asGlobal Markets for Natixis Management Services-North America, a member of the Board of the Companyglobal asset management company, from 2010 until AprilJanuary 2019 to October 2020. He has also held senior positions at Nomura where he served on Nomura Americas Global Markets executive committee from 2009 to 2015. Prior to his employment with Nomura, he ran Credit Structuring at Lehman Brothers and Barclays Capital in New York, where his specialties included credit derivatives, counterparty risk and complex repackagings. Mr. Del Monaco also spent five years as Chairmanpart of Citigroup’s European Structured Credit business in London from 2001 to 2006 where he focused on clients in Southern Europe, Turkey and CEOthe Middle East. He started his career at Chase Manhattan Bank. Mr. Del Monaco holds a Bachelor of the CompanyScience in Quantitative Economics from 2015 until June 2018. 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 from 1997 through 2007.Tufts University.

JOHN T. HOMPE:John Hompe.  Mr. Hompe iswas the Managing Partner and co-founder of J.P. Charter Oak Advisors LLC, a private investment firm focused on the financial services industry.industry from 2012 to 2019. Mr. Hompe has worked in the financial services sector for more than 3035 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 servesserved as an observer on the boardBoard of directorsDirectors 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 Capital’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:(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 was a Board Member of American Life from 2015 through June 2018. Mr. Hompe received a Bachelor of Arts degree in Politics (cum laude) from Princeton in 1983, with distinction in American Studies.

FIRMAN LEUNG:

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. SinceFrom 2016 through November 2020, 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 Money Show in the main forum: “Building a Durable Income Portfolio.” Mr. Leung was a Board Member of American Life from 2015 through June 2018.

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 was a Board Member of American Life from 2015 through June 2018. Mr. Morrison is not seeking re-election to the Board of the Company at the Annual Meeting.

JACK THEELER: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 bachelor’s 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.Review. 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. He was a founding Board Memberboard member of Great Plains Financial Corp. andas well as Great Plains Life Assurance, heand is also a Board Memberboard member of American Life.

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 was a Board Member of American Life from 2015 to June 2018. Mr. Stapleton is not seeking re-election to the Board of the Company at the Annual Meeting.

SACHIN GOEL:Mr. Goel was nominated by Xenith to fill one of its positions on the Board in 2019.Sachin Goel. Mr. Goel is a CFA Charter holderCertified Financial Analyst (CFA) charterholder and serves as a Managing Director on the investment team and leads the capital markets activity for Brightwood Capital Advisors, LLC in New York. He joined Brightwood in 2013. Prior to joining Brightwood, Mr. Goel was a Managing Director in Macquarie Capital USA’s credit trading division from 2009‑2013,2009-2013, where he was responsible for a portfolio of distressed and high-yield corporate credits. Mr. Goel received a Bachelor of Arts in Economics from the University of Chicago in 2003 and became a CFA charterholder in 2006.

DOUGLAS K. BRATTON:

Douglas Bratton.  Mr. Bratton is the Founder, President, Chief Investment Officer and majority owner of Crestline Investors, Inc., the general partner of Crestline Management, L.P., an institutional alternative investment management firm. Mr. Bratton is also sole director of Bratton Capital, Inc., which is the general partner of Bratton Capital Management L.P. Mr. Bratton has been an investment professional specializing in alternative asset strategies since 1983 and has managed assets on behalf of the Bass family of Fort Worth, Texas, since 1988. Mr. Bratton has served on the boardBoard of directorsDirectors of Bounty Minerals Corporation, a private company, since 2014, and the Board of Visitors of Duke University’s Fuqua School of Business since 2013. Mr. Bratton has served on the Board of Directors of Aquestive Therapeutics, Inc. (Nasdaq: AQST) since January 2004. Mr. Bratton received a B.S. from North Carolina State University in 1981 and an M.B.A. with Honors from Duke University in 1984.

Nancy Callahan. Ms. Callahan has over 25 years of experience acting as a versatile business leader, delivering market differentiation and financial gains through profit and loss oversight, general management, strategy, corporate governance, product development and business development. She is currently serving, and has been since 2017, as Global VP of Strategy for SAP Customer Success Services in Bellevue, Washington and St. Petersburg, Florida, as well as Global VP of Strategy and Growth for SAP Digital Business Services in both Walldorf, Germany and Bellevue. From 2015 to 2017, Ms. Callahan served as Chief of Staff to an SAP Board Member for the SAP Business Networks and Applications Group. During 2014, she served as Chief of Staff to the President and COO of Concur Technologies (“Concur”), also in Bellevue. From 2013 to 2014, Ms. Callahan served as Senior Director of Platform and Web Services at Concur. From 2010 to 2012, she served as Senior Director of Product Development and Mobile Strategy with Concur. From 2001 to 2009, Ms. Callahan worked at American International Group (“AIG”) in New York, serving in many different capacities including VP of Commercial Insurance with the Financial Institutions Division, VP of the Professional Liability Division and VP of Business Development in the AIG Identity Theft & Fraud Division. Ms. Callahan received her BS in Systems Engineering from the School of Engineering and Applied Sciences at the University of Virginia and her MBA in Finance from the University of Virginia’s Darden School of Business. Additionally, she has completed the Women Board Directors Development Program with the Foster School of Business at the University of Washington.

Diane Davis. Ms. Davis has nearly 20 years of experience in executive positions utilizing her practical background in data governance, risk management, finance and leadership to be an engaged and thoughtful board member. She is currently serving, and has been since March 2020, as a Board Member with First Financial Northwest Bank in Renton, Washington. Additionally, Ms. Davis is currently serving, since 2014, as Board Member of the Habitat for Humanity for Seattle-King County, also located in Renton. In this capacity, she serves as the Secretary and Governance Committee Chair. From 2016 to 2019, Ms. Davis served as President and CEO of Farmers New World Life Insurance Company in Bellevue, Washington. From 2013 to 2016, she served as Chief Risk Officer of Zurich Insurance Company’s Global Life North America region. From 2010 to 2013, Ms. Davis served as Chief Risk Officer of Farmers New World Life Insurance Company. From 2003 to 2010, she served in various senior executive roles at Kemper Investors Life Insurance Company. Ms. Davis received her BS in Actuarial Science from the University of Illinois at Urbana-Champaign and her MBA from the University of Washington. She is a Fellow of the Society of Actuaries.

Family Relationships and Other Arrangements

There are no family relationships among our directors and executive officers.

Executive Compensation

The following table sets forth the compensation paid or accrued in the years indicated by the CompanyMidwest to its Principalco-Chief Executive Officer (“PEO”Officers ("CEOs"), Michael Minnich and A. Michael Salem, and itsas well as the two other highest paid executive officers.officers of Midwest. Our Compensation Committee reviews executive officer compensation on an annual basis.

SUMMARY COMPENSATION TABLE

The Company sponsorsWe sponsor a 401(k) Plan for all eligible employees who complete one year of employment with the Company.  Pursuantus. The Plan was amended in December 2020 to the 401(k) Plan, the Company contributesallow for us to contribute 3% of the employee’s salary to the employee’s 401(k).

Material terms and match up to 4% of the employment agreementsemployee contributions up to the maximum allowed by and between the Company and its executive officers, including payments to such executive officers at, following, or in connection with their resignation, retirement or other termination, or change in control, are discussed under the heading “Employment Agreements” below.law.

Outstanding Equity Awards at 2020 Fiscal Year End

On July 19, 2019, options to purchase 8,950,00017,900 shares of our Voting Common Stock atvoting common stock with an exercise price of $0.05$25.00 per share were granted to our officers, directors, and employees includingemployees. On July 31, 2020, September 28, 2020, and November 16, 2020, options to purchase 3,000,00022,900, 6,667 and 35,058, additional shares, respectively, of our voting common stock were granted to Mr. Oliver.

under the 2019 Plan. The options vest one third in 2021grants had an exercise price of $25.00, $32.00 and two thirds in 2023 and are exercisable after vesting at $0.05$41.25 per share, duringrespectively. Also on November 16, 2020, another 18,597 shares were awarded as a period ending ten years fromrestricted grant under the date2019 Plan, and options to purchase 168,002 shares of grant.our voting common stock our voting common stock were awarded with an exercise price of $41.25 per share under the 2020 Plan.  The consideration for the options will be subject to adjustment ifunder the reverse stock split in Proposal 12020 Plan is approvedrecorded once the stockholders approve the 2020 Plan at the Annual Meeting.

Employment Agreements

The Company is a partyfollowing table sets forth the options granted to an amended employment agreement (“Employment Agreement”) with Markits Co-CEOs, Mike Minnich and A. Oliver. AmongMichael Salem and the two other things, the Employment Agreement provides:highest paid executive officers of Midwest.