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 28, 2016
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):\
| ☐ |
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)) |
TABLE OF CONTENTS
Item 5.07 Submission of Matters to a Vote of Security Holders
Signatures
Item 5.07 – Submission of Matters to a Vote of Security Holders.
The Company’s annual meeting of shareholders was held on Tuesday, June 7, 2016, at which the shareholders of the Company voted to adjourn the annual meeting until June 28, 2016 to allow additional time to solicit proxies from shareholders to establish the requisite quorum for the conduct of the meeting. The meeting was reconvened on June 28, 2016, at which the following matters were submitted to a vote of the shareholders, with voting results as set forth below:
Item 1. Election of Directors.
Eight board nominees for director were elected by a majority of the votes cast for terms expiring at the 2017 annual meeting of shareholders. The voting results were as follows:
| Against and | ||||||||||
| Authority | Broker | |||||||||
| Nominee | For | Withheld | Abstentions | Non-Votes | Uncast | |||||
| Steve Conner | 10,838,114 | 290,250 | - | 237,769 | - | |||||
| John T. Hompe | 10,854,681 | 273,683 | - | 237,769 | - | |||||
| Mark A. Oliver | 10,743,884 | 384,480 | - | 237,769 | - | |||||
| Milton Tenopir | 10,581,417 | 546,312 | - | 237,769 | 635 | |||||
| Scott Morrison | 10,844,537 | 283,827 | - | 237,769 | - | |||||
| Jack Theeler | 10,786,204 | 342,160 | - | 237,769 | - | |||||
| Kevin Feder | 10,836,236 | 292,128 | - | 237,769 | - | |||||
| Dana Stapleton | 10,632,249 | 495,480 | - | 237,769 | 635 |
Item 2. Ratification of Appointment of Independent Auditors.
RSM US LLP was ratified to serve as the independent auditors of the Company for 2016. The voting results were as follows:
| Shares Voted | ||||||
| Broker Non- | ||||||
| For | Against | Abstain | Votes | |||
| 10,992,889 | 200,773 | 172,471 | - | |||
Item 3. Advisory Vote on the Compensation of the Company’s Named Executive Officers
The shareholders voted in favor of a non-binding vote on executive compensation.
| Shares Voted | ||||||||
| Broker Non- | ||||||||
| For | Against | Abstain | Votes | Uncast | ||||
| 10,114,545 | 595,724 | 415,555 | 237,769 | 2,540 | ||||
Item 4. Advisory Vote on the Frequency of Advisory Votes on Executive Compensation
The shareholders voted in favor of a non-binding vote on the frequency of every three years of future shareholder advisory votes on the compensation of Midwest’s named executive officers.
| Shares Voted | ||||||||||
| Every Three | Every Two | Broker Non- | ||||||||
| Years | Years | Every Year | Abstain | Votes | Uncast | |||||
| 8,793,935 | 432,871 | 1,293,338 | 607,411 | 237,769 | 809 | |||||
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.
Dated: July 1, 2016
| MIDWEST HOLDING INC. | ||
| By: | /s/ Mark A. Oliver | |
| Name: Mark A. Oliver | ||
| Title: Chief Executive Officer | ||