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) May 14, 2010
AmTrust
Financial Services, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33143
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04-3106389
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(State
or other jurisdiction
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(Commission
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IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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59
Maiden Lane, 6th
Floor, New York, New York
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10038
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area
code (212) 220-7120
___________________________________
(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 (see
General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.133-4 (c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
May 14, 2010, the shareholders of AmTrust Financial Services, Inc., a
Delaware corporation (the “Company”), upon the recommendation of the Company’s
Board of Directors, approved (1) an amendment contemplated by the Amended
and Restated AmTrust Financial Services, Inc. 2007 Executive Performance Plan
(the “Executive Performance Plan”) and (2) the AmTrust Financial Services,
Inc. 2010 Omnibus Incentive Plan (the “Omnibus Incentive Plan”).
The
Executive Performance Plan authorizes the Compensation Committee to provide
certain executive officers and key employees the opportunity to earn incentive
compensation linked to the Company’s performance. The Executive
Performance Plan was amended to (1) establish additional performance criteria
the Compensation Committee could utilize to set performance objectives, (2)
increase the maximum incentive payable in any one year to $6 million for the
Company’s Chief Executive Officer and $4 million for any other participant, and
(3) comply with Section 409A of the Internal Revenue Code.
The
Omnibus Incentive Plan authorizes the Compensation Committee to provide
equity-based compensation in the form of a variety of awards including stock
options, stock appreciation rights, restricted stock, restricted stock units,
performance awards and other awards for the purpose of attracting and retaining
non-employee directors, officers and other employees of the Company and its
subsidiaries and providing such persons incentives and rewards for their
performance. Total awards under the Omnibus Incentive Plan are limited to
6,045,511 shares of the Company’s common stock, par value $0.01 per share, which
includes 1,545,511 shares of common stock that remained available for issuance
under the Company’s 2005 Equity Incentive Plan.
The
Omnibus Incentive Plan also authorizes the Compensation Committee to make awards
to eligible employees upon the achievement or satisfaction of performance
conditions that are based on measures of the Company’s performance. These
performance measures will be determined by the Compensation Committee for each
plan year and will include one or more of the performance goals specified in
Section 7(b) of the Omnibus Incentive Plan.
The
descriptions of the Executive Performance Plan and the Omnibus Incentive Plan
are qualified in their entirety by reference to the full text of the plans,
which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and
incorporated herein by reference.
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Item
5.07
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Submission of Matters to a Vote
of Security Holders.
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The
Company held its Annual Meeting of Shareholders on May 14, 2010. The
certified results of the matters voted upon at the meeting, which are more fully
described in the Company’s proxy statement, are as follows:
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Description of Matters
Submitted
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For
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Withheld
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||
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1. Election
of Directors:
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||||
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Donald
T. DeCarlo
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51,212,671
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436,006
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Susan
C. Fisch
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51,215,077
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433,600
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Abraham
Gulkowitz
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51,219,322
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429,355
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George
Karfunkel
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50,811,780
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836,897
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Michael
Karfunkel
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42,909,738
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8,738,939
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Jay
J. Miller
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50,254,331
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1,394,346
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Barry
D. Zyskind
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50,974,591
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674,086
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For
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Against
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Abstain
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Broker
Non-Votes
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2. Ratification
of the appointment of BDO Seidman, LLP as the Company’s independent
auditor for the year ended December 31, 2010
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56,176,213
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24,527
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17,857
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0
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3. Approval
of Amendment contemplated by the Company’s Amended and Restated 2007
Executive Performance Plan
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45,946,608
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5,677,900
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24,166
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4,569,923
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4. Approval
of the Company’s 2010 Omnibus Incentive Plan
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44,638,914
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6,894,611
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25,149
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4,569,923
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Item 9.01. Financial Statements
and Exhibits.
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Exhibit
No.
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Description
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10.1
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Amended
and Restated AmTrust Financial Services, Inc. 2007 Executive Performance
Plan (incorporated by reference to Appendix A to the Company’s definitive
proxy statement on Schedule 14A filed on April 1, 2010)
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10.2
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AmTrust
Financial Services, Inc. 2010 Omnibus Incentive Plan (incorporated by
reference to Appendix B to the Company’s definitive proxy statement on
Schedule 14A filed on April 1,
2010)
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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.
| AmTrust Financial Services, Inc. | |||
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(Registrant)
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Date May 19, 2010
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By:
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/s/ Stephen Ungar | |
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Stephen
Ungar
General
Counsel and Secretary
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