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): June 30, 2014
Midwest Holding
Inc.
(Exact name of
registrant as specified in its charter)
| NEBRASKA | 000-10685 | 20-0362426 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||
| of incorporation) |
2900 South 70th Street,
Suite 400
Lincoln, Nebraska 68506
(Address of principal
executive offices) (Zip Code)
(402) 489-8266
(Registrant’s telephone
number, including area code)
| Not Applicable |
| (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):\
| 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 8.01 OTHER EVENTS.
On June 30, 2014, Midwest Holding Inc. (the “Company”) reconvened its annual meeting of shareholders for 2014 (the “Meeting”) which had been adjourned on June 10, 2014 due to a lack of a quorum.
At the reconvened Meeting a quorum was achieved as a majority of the Company’s outstanding shares of common stock were represented at the meeting, either in person or by proxy. A summary of the matters voted upon at the Meeting is set forth below.
(1) Election of Director: The nominees for election to the Board of Directors set forth below were elected by the shareholders by the following vote:
| Against and | ||||
| Authority | Abstentions | Broker | ||
| Director Nominee | For | Withheld | Non-Votes | |
| Travis Meyer | 86.99% | 13.01% | N/A | N/A |
| Rick D. Meyer | 87.04% | 12.94% | N/A | N/A |
| Mark A. Oliver | 87.88% | 12.12% | N/A | N/A |
| Milton Tenopir | 87.54% | 12.46% | N/A | N/A |
| Jim Ballard | 88.12% | 11.88% | N/A | N/A |
| Jack Theeler | 88.33% | 11.67% | N/A | N/A |
| Les Meyer | 87.08% | 12.92% | N/A | N/A |
| John R. Perkins | 88.57% | 11.43% | N/A | N/A |
(2) Advisory Vote on the Compensation of our Named Executive Officers: The compensation of our named executive officers was approved by the shareholders by the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 75.46% | 12.48% | 12.06% | N/A |
(3) Ratification of Appointment of Independent Registered Public Accounting Firm: The proposal to ratify the appointment of McGladrey LLP as our independent registered public accounting firm was approved by the shareholders by the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 87.62% | 2.18% | 9.20% | N/A |
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.
| MIDWEST HOLDING INC. | |||
| By: | /s/ Mark A. Oliver | ||
| Name: | Mark A. Oliver | ||
| Date: July 2, 2014 | Title: | Chief Executive Officer | |