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): 05/04/2011
Unitrin, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-18298
| DE | 95-4255452 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
One East Wacker Drive, Chicago, IL 60601
(Address of principal executive offices, including zip code)
312-661-4600
(Registrant’s telephone number, including area code)
(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):
| ¨ | 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareowners of Unitrin, Inc. (the “Company”) was held on Wednesday, May 4, 2011 in Chicago, Illinois to vote on five proposals, for which the final voting results were as follows:
| Proposal 1: | Election of Directors. |
Shareholders elected each of the nine nominees for director:
| Nominee | For | Against | Abstain | Broker Non-Votes |
||||||||||||
| James E. Annable |
44,116,724 | 3,474,215 | 122,257 | 7,452,733 | ||||||||||||
| Douglas G. Geoga |
44,213,372 | 3,383,270 | 116,975 | 7,452,733 | ||||||||||||
| Reuben L. Hedlund |
46,684,106 | 882,773 | 144,518 | 7,452,733 | ||||||||||||
| Julie M. Howard |
44,205,828 | 3,384,118 | 123,671 | 7,452,733 | ||||||||||||
| Wayne Kauth |
44,234,143 | 3,356,795 | 121,988 | 7,452,733 | ||||||||||||
| Fayez S. Sarofim |
44,624,717 | 2,947,226 | 139,454 | 7,452,733 | ||||||||||||
| Donald G. Southwell |
46,244,402 | 1,319,307 | 149,407 | 7,452,733 | ||||||||||||
| David P. Storch |
46,162,875 | 1,418,136 | 131,915 | 7,452,733 | ||||||||||||
| Richard C. Vie |
46,479,404 | 1,124,605 | 107,388 | 7,452,733 | ||||||||||||
| Proposal 2: | Advisory vote on ratification of selection of Deloitte & Touche LLP as Independent Registered Public Accountant for 2011. |
Shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accountant for 2011:
| For | Against | Abstain | ||||||||
| 54,762,510 | 291,245 | 112,595 | ||||||||
| Proposal 3: | Approval of the Unitrin, Inc. 2011 Omnibus Equity Plan. |
Shareholders approved the Company’s 2011 Omnibus Equity Plan:
| For | Against | Abstain | Broker Non-Votes |
|||||||||||
| 40,000,977 | 6,608,688 | 1,103,952 | 7,452,733 | |||||||||||
| Proposal 4: | Advisory vote on Named Executive Officer Compensation. |
A majority of shareholders voted to approve the compensation of the Company’s Named Executive Officers, as disclosed in the Company’s 2011 Proxy Statement:
| For | Against | Abstain | Broker Non-Votes |
|||||||||||
| 45,264,694 | 1,223,469 | 1,223,797 | 7,452,733 | |||||||||||
| Proposal 5: | Advisory vote on frequency of future advisory votes on Named Executive Officer Compensation. |
A majority of shareholders voted in favor of a frequency of three years for future advisory votes on the compensation of the Company’s Named Executive Officers:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
||||||||||||||
| 18,488,448 | 609,778 | 27,350,240 | 1,264,190 | 7,452,733 | ||||||||||||||
In accordance with the recommendation of the Board of Directors and the vote of a majority of shareholders, the Company has decided on a frequency of three years for future advisory votes on the compensation of the Company’s Named Executive Officers.
SIGNATURES
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.
| Unitrin, Inc. | ||||
| Date: May 9, 2011 | /s/ Scott Renwick | |||
| Scott Renwick | ||||
| Senior Vice President | ||||