National Guardian Life Insurance Company Restructuring

​​​​​Last Updated: June 17, 2025

​​Information on National Guardian Life Insurance Company's Application to Restructure into a Mutual Holding Company, Pursuant to Chapter 644 of the Wisconsin Insurance Code.
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On June 5, 2025, National Guardian Life Insurance Company (NGLIC), filed a proposed plan for a mutual holding company restructuring. As described in the filing, the effect of the restructuring will cause the following to occur:

1. Formation of National Guardian Life Mutual Holding Company (NGL MHC)
2. Formation of NGLCorp, Inc. (NGLCorp)
3. Conversion of National Guardian Life Insurance Company to NGL Insurance Company (converted NGLIC), a stock insurance company
4. NGL MHC will be issued 100% of the shares of voting stock of NGLCorp
5. NGLCorp will be issued 100% of the shares of voting stock of the converted NGLIC

State law allows for a mutual insurance company to convert to a stock insurance company by placing the mutual policyholders’ ownership rights in a mutual holding company that then becomes the direct or indirect owner of the newly converted stock insurance company.  This transaction needs to be filed with, and approved by OCI, before it can be completed.

Filings

• Transmittal Letter 
  
• Mutual Holding Company Plan 
  
• Exhibit A – Adopting Resolutions of the NGLIC Board of Directors 
  
• Exhibit B – Amended and Restated Articles of Incorporation of Converted NGLIC 
  
• Exhibit C - Amended and Restated Bylaws of Converted NGLIC 
  
• Exhibit D – Articles of Incorporation NGL Mutual Holding Company 
  
• Exhibit E – Bylaws NGL Mutual Holding Company 
  
• Exhibit F – Articles of Incorporation NGLCorp 
  
• Exhibit G – Bylaws NGLCorp 
  
• Exhibit H – Directors & Officers of NGL Mutual Holding Company, NGLCorp, and NGLIC 
  
• Biographical Affidavits of Proposed Directors and Officers of NGL Mutual Holding Company [CONFIDENTIAL]
• Agreements Relating to NGL Holding Company to Which any Proposed Officer or Director is a Party 
  
• Amounts and Sources of Funds Available for Organization Expenses and Initial Operating Expenses of NGL Mutual Holding Company 
  
• Proposed Compensation of Directors and Officers of NGL Mutual Holding Company
• Proposed Capital of NGL Mutual Holding Company 
  
• Five Year Business Plan of NGL Mutual Holding Company [CONFIDENTIAL]
• Policyholder Information Booklet and FAQs 
  
• Draft Letter to Policyholders with OCI public hearing notice and special policyholder meeting notice [UNDER REVIEW]
• Administrative Services Agreement 
  
• Proxy Form [TO BE PROVIDED]
• Voting Procedures [TO BE PROVIDED]​
  

Hearing Documents

• Notice of Hearing Notification
  
• Notice of Hearing
• Recommendation Memo
• Proposed Decision
• Proposed Decision Notification
• Proposed Decision​
  

Final Decision

• Final Decision Notification
  
• Final Decision  
  

Member Vote

• Certification of Policyholders’ Vote