Attached files
| file | filename |
|---|---|
| EX-10.3 - EXHIBIT 10.3 - AMERICAN FINANCIAL GROUP INC | ex10305162012.htm |
| EX-10.1 - EXHIBIT 10.1 - AMERICAN FINANCIAL GROUP INC | ex10105162012.htm |
| EX-10.2 - EXHIBIT 10.2 - AMERICAN FINANCIAL GROUP INC | ex10205162012.htm |
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 16, 2012
AMERICAN FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Ohio
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1-13653
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31-1544320
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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301 East Fourth Street, Cincinnati, OH
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45202
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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: (513) 579-2121
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(Former name or former address, if changed since last report.)
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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.
American Financial Group, Inc. convened its annual meeting of shareholders on May 16, 2012. The voting results on the proposals considered at the annual meeting are set forth below:
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1.
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Elect ten directors.
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For
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Withheld
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Broker
Non-Votes
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||||||||||
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Carl H. Lindner III
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84,719,556 | 2,131,201 | 4,602,355 | |||||||||
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S. Craig Lindner
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84,718,290 | 2,132,467 | 4,602,355 | |||||||||
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Kenneth C. Ambrecht
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83,830,907 | 3,019,850 | 4,602,355 | |||||||||
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John B. Berding
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73,278,904 | 13,571,853 | 4,602,355 | |||||||||
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Theodore H. Emmerich
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85,603,931 | 1,246,826 | 4,602,355 | |||||||||
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James E. Evans
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82,284,424 | 4,566,333 | 4,602,355 | |||||||||
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Terry S. Jacobs
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84,750,435 | 2,100,322 | 4,602,355 | |||||||||
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Gregory G. Joseph
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85,269,846 | 1,580,911 | 4,602,355 | |||||||||
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William W. Verity
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74,947,568 | 11,903,189 | 4,602,355 | |||||||||
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John I. Von Lehman
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85,267,103 | 1,583,654 | 4,602,355 | |||||||||
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2.
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Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2012.
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For
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Against
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Abstain
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90,618,138
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798,632
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36,342
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3.
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Amend the 2011 Equity Bonus Plan.
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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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63,188,402
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23,126,630
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535,725
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4,602,355
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The 2011 Equity Bonus Plan, as amended, is filed as Exhibit 10.1 to this Current Report on Form 8-K.
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4.
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Amend the 2005 Stock Incentive Plan.
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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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52,685,037
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33,624,637
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541,083
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4,602,355
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The 2005 Stock Incentive Plan, as amended, is filed as Exhibit 10.2 to this Current Report on Form 8-K.
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5.
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Amend and restate the Non-Employee Directors Compensation Plan.
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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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62,070,137
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24,223,031
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557,589
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4,602,355
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The Amended and Restated Non-Employee Directors Compensation Plan is filed as Exhibit 10.3 to this Current Report on Form 8-K.
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6.
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Approve, on an advisory basis, compensation of our named executive officers.
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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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84,121,425
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2,496,849
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232,483
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4,602,355
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7.
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Shareholder proposal to adopt a sexual orientation non-discrimination policy.
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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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26,120,531
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58,241,598
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2,488,628
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4,602,355
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8.
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Shareholder proposal to adopt majority voting.
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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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46,849,969
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39,924,700
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76,088
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4,602,355
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Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | |
| 10.1 |
2011 Equity Bonus Plan, as amended
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| 10.2 |
2005 Stock Incentive Plan, as amended
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| 10.3 |
Amended and Restated Non-Employee Directors Compensation Plan
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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 thereunto duly authorized.
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AMERICAN FINANCIAL GROUP, INC.
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Date: May 17, 2012
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By:
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/s/ Karl J. Grafe | |
| Karl J. Grafe | |||
| Vice President | |||