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
EMPLOYERS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| NEVADA | 001-33245 | 04-3850065 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 10375 Professional Circle Reno, Nevada |
89521 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
|
Registrant’s telephone number including area code: (888) 682-6671 | ||||
|
No change since last report (Former Name or 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:
| ¨ | 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)) |
Section 5 – Corporate Governance and Management
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a)
The 2012 Annual Meeting of Stockholders (the “2012 Annual Meeting”) of Employers Holdings, Inc. (the “Company”) was held on May 24, 2012. The matters that were voted upon at the 2012 Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.
(b)
At the 2012 Annual Meeting, the Company’s stockholders (i) elected all of the Company’s nominees for director; (ii) approved, on an advisory (non-binding) basis, the Company’s executive compensation; and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent accounting firm for the fiscal year ending December 31, 2012.
| 1. | Election of three directors to serve until the 2015 Annual Meeting of Stockholders: |
| Votes For |
Votes Withheld |
Broker Non-Votes | ||||
| Valerie R. Glenn |
20,381,014 | 635,126 | 1,433,711 | |||
| Ronald F. Mosher |
20,893,625 | 122,515 | 1,433,711 | |||
| Katherine W. Ong |
20,905,285 | 110,855 | 1,433,711 |
| 2. | Advisory (non-binding) vote approving the Company’s executive compensation: |
| Votes For | Votes Against |
Abstentions |
Broker Non-Votes | |||
| 20,613,967 |
346,170 | 56,003 | 1,433,711 |
| 3. | Ratification of the appointment of Ernst &Young LLP as the Company’s independent accounting firm for the fiscal year ending December 31, 2012: |
| Votes For | Votes Against |
Abstentions |
Broker Non-Votes | |||
| 22,336,518 |
89,838 | 23,495 | -0- |
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.
| EMPLOYERS HOLDINGS, INC. | ||
| By: | /s/ Lenard T. Ormsby | |
| Name: | Lenard T. Ormsby | |
| Title: | Executive Vice President, Chief | |
| Legal Officer and General Counsel | ||
Dated: May 25, 2012