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 14, 2013
FIRST ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-12117 | 75-1328153 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3813 Green Hills Village Drive Nashville, Tennessee |
37215 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (615) 844-2800
(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)) |
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2013, the Company held its 2013 Annual Meeting of Stockholders in Nashville, Tennessee. At the 2013 Annual Meeting, stockholders were asked to vote on three proposals: the election of the seven director nominees named in the proxy statement; an advisory vote on executive compensation; and the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2013. The voting results at the 2013 Annual Meeting were as follows:
| Proposal No. 1: | The following seven director nominees were elected to serve on the Company’s Board of Directors until the next annual meeting of stockholders and until their successors are duly elected and qualified. |
| Name |
For | Against | Withheld | Broker Non-Votes |
||||||||||||
| Rhodes R. Bobbitt |
32,824,659 | — | 259,079 | 6,039,104 | ||||||||||||
| Harvey B. Cash |
32,407,104 | — | 676,634 | 6,039,104 | ||||||||||||
| Donald J. Edwards |
32,828,946 | — | 254,792 | 6,039,104 | ||||||||||||
| Jeremy B. Ford |
32,828,727 | — | 255,011 | 6,039,104 | ||||||||||||
| Tom C. Nichols |
32,410,157 | — | 673,581 | 6,039,104 | ||||||||||||
| Lyndon L. Olson, Jr. |
32,408,907 | — | 674,831 | 6,039,104 | ||||||||||||
| William A. Shipp, Jr. |
32,406,239 | — | 677,499 | 6,039,104 | ||||||||||||
| Proposal No. 2: | The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. |
| For |
Against | Abstain | Broker Non-Votes |
|||||||||
| 30,958,947 |
2,090,829 | 33,962 | 6,039,104 | |||||||||
| Proposal No. 3: | The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2013 was ratified. |
| For |
Against | Abstain | Broker Non-Votes |
|||||||||
| 39,113,203 |
7,591 | 2,048 | — | |||||||||
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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 hereunto duly authorized.
| First Acceptance Corporation, | ||||||
| a Delaware corporation | ||||||
| Date: May 17, 2013 | By: | /s/ MICHAEL J. BODAYLE | ||||
| Name: | Michael J. Bodayle | |||||
| Title: | Acting Chief Financial Officer | |||||
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