UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~February~~May 2615, 2024

~~FIRST~~First ~~TRINITY~~Trinity ~~FINANCIAL~~Financial ~~CORPORATION~~Corporation

(Exact ~~name~~Name of registrant as specified in its charter)

Oklahoma		000-52613		34-1991436
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Commission File No. 000-52613

7633 E. 63rd Place, Suite 230

Oklahoma		34-1991436
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Tulsa, Oklahoma 74133-1246

7633 East 63^rd Place, Suite 230, Tulsa, Oklahoma		74133-1246
(Address of principal executive offices)		(Zip Code)

~~(Address of principal executive offices) (Zip Code)~~918-249-2438

(~~918)~~Registrant's ~~249-2438~~telephone number, including area code)

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(Former name or former address, if changed since last report)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12 (b) of the Act: None.

~~Indicate~~Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ~~(§230.405 of this chapter)~~ or Rule 12b-2 of the Securities Exchange Act of 1934 ~~(§240~~.~~12b-2 of this chapter).~~

Emerging growth company ☐

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

~~Item~~ 1~~.02 Termination of a Material Definitive Agreement.~~

~~Share~~Item ~~Acquisition~~5.01 ~~Agreement~~Change in Control of the Company

On(a)(1)(2) ~~February~~Gregg ~~23,~~E. ~~2024,~~Zahn (“Mr. Zahn”) the ~~Board~~holder of ~~Directors~~100,000 shares of First Trinity Financial Corporation’s (the “Company”) ~~unanimously~~Class ~~voted~~B tocommon ~~terminate~~stock ~~the~~may ~~Share~~be ~~Acquisition~~deemed ~~Agreement~~to ~~dated~~have ~~April~~acquired ~~24,~~control ~~2023~~of (the ~~“Agreement”)~~Company ~~among~~at ~~the~~its ~~Company,~~Annual ~~MTCP~~Meeting ~~LLC,~~of aShareholders ~~Florida~~held ~~limited~~May ~~liability~~15, ~~company~~2024 (~~the~~ “~~Buyer~~Annual Meeting”). ~~and~~See ~~Brickell~~Item ~~L&A Holdings LLC, a Delaware limited liability company wholly owned by the Buyer, pursuant to provisions of an amendment to the Agreement giving the Company the right to terminate the Agreement~~5.07 ~~The Company gave notice of the termination on February 26, 2024~~below.

~~Consummation~~(a)(3) ofMr. ~~the~~Zahn, ~~Agreement~~under ~~and~~ the ~~other~~Company’s ~~related~~Amended ~~matters~~and ~~contemplated~~Restated ~~therein~~Certificate ~~was~~of ~~subject to certain conditions~~Incorporation, ~~including,~~as ~~but~~the ~~not~~holder ~~limited~~of to100,000 shares (ior 98.9%) of the ~~affirmative~~Company’s ~~vote~~Class ofB ~~the~~Common ~~holders~~Stock ofnominated, apursuant ~~majority~~to ofSchedule ~~all~~14N ~~outstanding~~filed ~~shares~~with ofthe ~~Company~~Securities ~~Class~~and AExchange ~~Common~~Commission ~~Stock~~(“SEC”) and the Company ~~Class~~on BMarch ~~Common~~7, ~~Stock~~2024, ~~each~~five ~~voting~~of asthe aeight ~~separate~~nominees ~~class;~~to ~~(ii)~~ the ~~receipt~~Company’s board of ~~certain~~directors ~~consents,~~to ~~approvals, non-approvals and~~be ~~other~~elected ~~authorizations~~at ofthe ~~certain~~Annual ~~governmental~~Meeting. ~~bodies~~All ~~applicable~~five tonominees ~~the~~are ~~transaction;~~ and ~~(iii)~~have ~~the~~been ~~absence~~long standing members of ~~any~~the ~~decision,~~Company’s ~~injunction,~~board. ~~decree,~~All ~~ruling,~~five ~~law~~nominees orwere ~~order~~elected ~~enjoining~~and orMr. ~~otherwise~~Zahn ~~prohibiting~~was oralso ~~making~~elected ~~illegal~~as one of the ~~consummation~~other three directors by holders of the ~~transaction~~Company’s Class A common stock. See Item 5.07 below.

~~The~~(a)(4)(5)(6) ~~Company~~Mr. isZahn inacquired the ~~process~~Class ofB ~~completing~~common ~~its~~stock ~~Annual~~in ~~Report~~exchange onfor ~~Form~~an ~~10-K~~equal ~~for~~number ~~the~~of ~~year~~shares ~~ended~~of ~~December~~Class ~~31,~~A ~~2023~~common ~~and~~stock ~~the~~pursuant ~~proxy~~to ~~statement~~an ~~for~~exchange ~~its~~offer ~~May,~~made ~~2024~~to ~~Annual~~all ~~Meeting~~ of ~~Shareholders.~~the ~~Gregg~~Company’s E.shareholders ~~Zahn,~~under ~~President and Chief Executive Officer of~~ the ~~Company,~~definitive ~~will~~proxy ~~inform~~statement ~~shareholders~~for of the Company’s ~~activities~~annual ~~and~~meeting ~~progress~~held inOctober ~~2023~~2, ~~and~~2019. ~~its~~No ~~plans~~other ~~for~~consideration ~~2024,~~was ~~particularly~~paid ~~with~~by ~~respect~~Mr. toZahn ~~monetizing~~for ~~shareholder~~his ~~value~~shares of ~~the~~Class ~~Company~~B common stock.

~~Item~~(a)(7) 5A description of the relative rights of the holder of the Company’s Class A and Class B common stock under the Amended and Restated Certificate of Incorporation is set forth in the Company’s Current Report on Form 8-K filed with the SEC on March 30, 2020.08 ~~Shareholder~~A ~~Director~~copy ~~Nominations~~of the Amended and Restated Certificate of Incorporation was filed as Exhibit 3.1 thereto.

In(b) ~~connection~~As ~~with~~set ~~the~~forth ~~Annual Meeting referenced~~ above ~~anticipated to be held in May 2024~~, ~~the Company anticipates mailing its proxy statement on or about April 1, 2024~~Mr. ~~Therefore~~Zahn ~~shareholder~~as ~~proposals~~the ~~and~~holder ~~shareholder~~of ~~director nominations should be received no later than March 27, 2024~~98.9% ~~You must submit your proposal or nominations in writing to the Secretary~~ of the Company’s atClass ~~7633~~B ~~East~~common ~~63rd~~stock ~~Place,~~has ~~Suite~~the ~~230,~~right ~~Tulsa, Oklahoma 74133-1246~~ to beelect ~~considered~~a ~~for~~majority ~~inclusion~~of in the Company’s ~~proxy~~directors, ~~statement. In addition to complying with this deadline~~therefore, ~~shareholder~~his ~~proposals and~~ nominations ~~intended~~could toeffect bechanges ~~included~~ in the Company’s ~~proxy~~board ~~statement~~of ~~for~~directors ~~its~~at ~~2024~~future ~~annual~~meetings ~~meeting must also comply with the Company’s bylaws and all applicable rules and regulations~~ of ~~the~~its ~~Securities and Exchange Commission~~shareholders.

Item 95.0107 ~~Financial~~Submission ~~Statements~~of ~~and~~Matters ~~Exhibits.~~to a Vote of Security Holders

Exhibit No.		Description of Document
99.1		Termination Letter dated February 26, 2024 regarding Share Acquisition Agreement dated as of April 24, 2023 by and among First Trinity Financial Corporation, MTCP LLC and Brickell L&A Holdings LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The 2024 Annual Meeting of the shareholders of First Trinity Financial Corporation (the “Company”) was held on May 15, 2024 at 1:00 P.M. Central Daylight Savings Time at the Embassy Suites Tulsa, Premier Room – Interstate 44, 3332 South 79^th East Avenue, Tulsa, Oklahoma 74145.

QUORUM

The total number of votes eligible to be cast at said Meeting of Shareholders, determined at the close of business on March 18, 2024, the record date fixed by the Company’s Board of Directors for determination of the number of votes that may be cast at said Meeting and of those persons entitled to notice of and to vote at said Meeting, is 9,485,442 Class A Common Stock and Class B Common Stock (9,384,340 Class A Common Stock and 101,102 Class B Common Stock).

There are present at said Meeting, in person or by proxy, persons entitled to cast 4,796,198 Class A Common Stock and Class B Common Stock votes (4,696,198 Class A Common Stock votes and 100,000 Class B Common Stock votes).

There being present at said Meeting, either in person or by proxy, persons entitled to cast more than 50% of the total number of votes eligible to be cast thereat, a quorum is present for the transaction of business.

~~SIGNATURE~~PROPOSALS

~~Pursuant~~The toproposals ~~the~~voted ~~requirements~~on ofand ~~the~~approved ~~Securities~~or ~~Exchange~~disapproved ~~Act~~by ~~of 1934,~~ the ~~Registrant~~shareholders ~~has~~of ~~duly~~the ~~caused~~Company ~~this~~at ~~report to be signed on its behalf by~~ the ~~undersigned~~Annual ~~hereunto~~Meeting ~~duly~~were ~~authorized.~~as follows:

	FIRST TRINITY FINANCIAL CORPORATION
Date: February 28, 2024	By:	/s/ Michael McArthur
	Name:	Michael McArthur
	Title:	Controller and Vice President

Proposal Number 1 – Class A Common Stock

To elect four (4) directors to hold office for a term of one year or until their successors are duly elected and qualified.

The following four (4) individuals were elected. The votes were cast as follows:

	Total		Withhold		For All		Net
Director	Votes		All		Except		Total
Gregg E. Zahn		4,696,198		432,051		38,177		4,225,970
Charles W. Owens		4,696,198		432,051		13,184		4,250,963
George E. Peintner		4,696,198		432,051		29,180		4,234,967
Francine M. Zahn		4,696,198		432,051		102,502		4,161,645

Proposal Number 1 – Class B Common Stock

To elect five (5) directors to hold office for a term of one year or until their successors are duly elected and qualified.

The following five (5) individuals were elected. The votes were cast as follows:

	Total		Withhold		For All		Net
Director	Votes		All		Except		Total
William S. Lay		100,000		0		0		100,000
Bill H. Hill		100,000		0		0		100,000
Will W. Klein		100,000		0		0		100,000
Gary L. Sherrer		100,000		0		0		100,000
Gerald J. Kohout		100,000		0		0		100,000

Proposal Number 2 – Class A and Class B Common Stock

To ratify the selection of Kerber, Eck & Braeckel LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

The Company’s shareholders ratified the appointment of Kerber, Eck & Braeckel LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The votes were cast as follows:

Independent Registered

Votes

Net

Public Accounting Firm

Total

Against

Abstained

Votes For

Kerber, Eck & Braeckel LLP

4,796,198

126,364

308,453

4,361,381

Proposal Number 3 – Class A and Class B Common Stock

To approve a non-binding advisory resolution regarding the compensation of the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the related disclosures contained in the Proxy Statement dated March 29, 2024.

The Company’s shareholders approved a non-binding advisory resolution regarding the compensation of the Company's Named Executive Officers (“Say-On-Pay”), as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the related disclosures contained in the Proxy Statement dated March 29, 2024. The votes were cast as follows:

Votes

Net

Total

Against

Abstained

Votes For

Proposal 3: Say-On-Pay

4,796,198

255,017

506,825

4,034,356

Proposal Number 4 – Class A and Class B Common Stock

To approve a non-binding advisory resolution regarding the frequency of the advisory vote on compensation of Named Executive Officers (“Say-When-On-Pay”).

The Company’s shareholders approved a non-binding advisory resolution regarding the frequency of the advisory vote on compensation of Named Executive Officers to be every three years. The votes were cast as follows:

Votes

Total

1 Year

2 Years

3 Years

Abstained

Proposal 4: Say-When-On-Pay

4,796,198

1,690,231

242,417

2,293,896

569,654

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

First Trinity Financial Corporation

Date: May 17, 2024	By:	/s/ Gregg E. Zahn
		Gregg E. Zahn
		President and Chief Executive Officer

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