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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 29, 2011
TRIPLE-S MANAGEMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Puerto Rico (State or Other Jurisdiction of Incorporation) |
001-33865 (Commission File Number) |
66-0555678 (IRS Employer Identification No.) |
Registrant’s telephone number, including area code: 787-749-4949
1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920
(Address of Principal Executive Offices and Zip Code)
(Address of Principal Executive Offices and Zip Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
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| Item 5.07. Submission of Matters to a Vote of Security Holders. | ||||||||
| SIGNATURES | ||||||||
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Note: This Amendment No. 1 to the Current Report on Form 8-K dated May 3, 2011, is made to correct
an inadvertent typographical error in the date of the annual meeting on which the term of the
elected directors will end.
At the Annual Meeting of Shareholders of Triple-S Management Corporation (the “Company”), held on
April 29, 2011 (the “Annual Meeting”), the proposals listed below were submitted to a vote of the
shareholders. The proposals are described in the Company’s definitive proxy statement for the
Annual Meeting. Each of the proposals was approved by the shareholders pursuant to the voting
results set forth below.
Proposal 1 — Election of directors
The three nominees named in the definitive proxy statement were elected to serve as Group 1
directors until the 2014 annual meeting or until his/her successor is elected or qualified.
Information as to the vote on each director standing for election is provided below:
| For | Against | Abstain | ||||||||||
Adamina Soto-Martínez |
16,660,588 | 220,805 | 152,781 | |||||||||
Jorge L. Fuentes-Benejam |
16,753,605 | 162,412 | 118,157 | |||||||||
Francisco Toñarely-Barreto |
16,522,978 | 298,547 | 212,649 | |||||||||
Each director also received 1,561,502 broker non-votes. Broker non-votes and abstentions did not
have an effect on the vote because such shares are not considered votes cast.
Proposal 2 —Ratification of the selection of the independent registered public accounting
firm
The voting results were as follows. There were no broker non-votes.
| For | Against | Abstain | ||
18,370,365
|
125,434 | 99,877 |
Proposal 3 —Advisory vote on the compensation of our named executive officers
The voting results were as follows.
| For | Against | Abstain | ||
| 16,431,745 | 376,530 | 225,899 |
There were 1,561,502 broker non-votes.
Proposal 4 —Advisory vote on the frequency of an advisory vote on the compensation of our
named executive officers
The voting results were as follows.
| 1 Year | 2 Years | 3 Years | Abstain | |||
| 11,930,782 | 397,147 | 4,508,184 | 198,061 |
There were 1,561,502 broker non-votes.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRIPLE-S MANAGEMENT CORPORATION | ||||
Date: May 5, 2011
|
By: | /s/ Ramón M. Ruiz-Comas | ||
| Name: Ramón M. Ruiz-Comas | ||||
| Title: President & Chief Executive Officer | ||||