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EX-99 - EXHIBIT 99 - EMC INSURANCE GROUP INCex99.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 24, 2012
 
EMC INSURANCE GROUP INC.
(Exact name of registrant as specified in its charter)
 
Iowa
 
0-10956
 
42-6234555
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

717 Mulberry Street, Des Moines, Iowa
 
50309
(Address of principal executive offices)
 
(Zip Code)

(515) 345-2902
(Registrant’s telephone number, including area code)

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))



 
 

 

Item 5.07
Submission of Matters to a Vote of Security Holders.

On May 24, 2012, the Registrant held its annual meeting of stockholders (the “Annual Meeting”).  At the Annual Meeting stockholders: 1) elected the six Board of Director nominees to serve as directors of the Registrant for the ensuing year, 2) approved, by a non-binding advisory vote, the compensation of the Registrant’s named executive officers, 3) reapproved the material terms of the Internal Revenue Code Section 162(m) performance goals of the 2007 Employers Mutual Casualty Company Stock Incentive Plan, 4) approved the 2013 Employers Mutual Casualty Company Non-Employee Director Stock Purchase Plan, and 5) ratified the appointment of Ernst & Young LLP as the Registrant’s independent registered public accounting firm for the current fiscal year.

The voting results are set forth below.
 
Proposal 1:
Election of Directors:

Nominee
 
Votes Cast for
 
Against
 
Abstain
 
Broker
Non-Votes
George C. Carpenter III
 
11,202,744
 
451,627
 
10,517
 
585,198
Stephen A. Crane
 
11,300,358
 
357,589
 
6,941
 
585,198
Jonathan R. Fletcher
 
11,295,216
 
356,618
 
13,054
 
585,198
Robert L. Howe
 
11,628,268
 
32,079
 
4,541
 
585,198
Bruce G. Kelley
 
11,622,586
 
31,769
 
10,533
 
585,198
Gretchen H. Tegeler
 
11,628,352
 
31,995
 
4,541
 
585,198
 
Proposal 2: 
Approve, by a non-binding advisory vote, the compensation of the Registrant’s named executive officers as disclosed in the proxy statement:
 
           
Broker
For
 
Against
 
Abstain
 
Non-Votes
11,549,883
 
78,855
 
36,150
 
585,198
 
Proposal 3:
Reapprove the material terms of the Internal Revenue Code Section 162(m) performance goals of the 2007 Employers Mutual Casualty Company Stock Incentive Plan:
 
           
Broker
For
 
Against
 
Abstain
 
Non-Votes
11,470,469
 
168,395
 
26,024
 
585,198
 
Proposal 4: 
Approve the 2013 Employers Mutual Casualty Company Non-Employee Director Stock Purchase Plan:
 
           
Broker
For
 
Against
 
Abstain
 
Non-Votes
9,484,050
 
2,155,356
 
25,482
 
585,198
 
Proposal 5:
Ratify the appointment of Ernst & Young LLP as the Registrant’s independent registered public accounting firm for the current fiscal year:
 
           
Broker
For
 
Against
 
Abstain
 
Non-Votes
12,203,922
 
39,200
 
6,964
 
-
 
 
 

 
 
Item 7.01
Regulation FD Disclosure.

On May 24, 2012, the Board of Directors of the Registrant declared a quarterly dividend of twenty (20) cents per share of common stock payable June 11, 2012 to shareholders of record as of June 4, 2012. A press release was issued May 25, 2012 announcing the dividend.  The press release is furnished as Exhibit 99.

Item 9.01
Financial Statements and Exhibits.

 
(d)
Exhibits.

Exhibit Number
 
Description
 
 
99
 
 
Press release
 
 
 
 

 

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, on May 25, 2012.

 
EMC INSURANCE GROUP INC.
 
Registrant
   
  /s/  Mark E. Reese  
 
Mark E. Reese
 
Senior Vice President and Chief Financial Officer

EXHIBIT INDEX
 
Exhibit Number
 
Description
 
 
 
 
Press release