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): April 28, 2017
ALLEGHANY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware |
1-9371 | 51-0283071 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 7 Times Square Tower, 17th Floor, New York, New York |
10036 | |||||
| (Address of principal executive offices) |
(Zip Code) | |||||
Registrant’s telephone number, including area code: (212) 752-1356
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2017 Annual Meeting of Stockholders of Alleghany Corporation (“Alleghany”) held on April 28, 2017: (i) three directors were elected to serve for three-year terms on the Board of Directors of Alleghany, (ii) Alleghany’s 2017 Long-Term Incentive Plan was approved, (iii) the selection of Ernst & Young LLP as Alleghany’s independent registered public accounting firm for the 2017 fiscal year was ratified, (iv) an advisory vote on Alleghany named executive officer compensation was approved and (v) an advisory vote on the frequency of future stockholder advisory votes on Alleghany executive compensation to be held every year was approved. Set forth below are the voting results for these proposals:
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| (i) Election of Directors |
||||||||||||||||
| (a) Ian H. Chippendale |
13,463,059 | 187,063 | 1,847 | 574,362 | ||||||||||||
| (b) Weston M. Hicks |
13,575,221 | 74,903 | 1,845 | 574,362 | ||||||||||||
| (c) Jefferson W. Kirby |
13,553,400 | 96,711 | 1,858 | 574,362 | ||||||||||||
| (ii) Approval of Alleghany’s 2017 Long-Term Incentive Plan |
13,419,647 | 227,301 | 5,021 | 574,362 | ||||||||||||
| (iii) Ratification of Independent Registered Public Accounting Firm |
14,218,137 | 3,345 | 4,849 | N/A | ||||||||||||
| (iv) Advisory Vote on Executive Compensation |
13,270,169 | 375,103 | 6,697 | 574,362 | ||||||||||||
| One Year |
Two Years |
Three Years |
Abstain | Broker Non-Votes |
||||||||||||||||
| (iv) Advisory Vote on the Frequency of Future Stockholder Votes on Alleghany Executive Compensation |
11,928,882 | 88,878 | 1,627,760 | 6,449 | 574,362 | |||||||||||||||
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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.
| ALLEGHANY CORPORATION | ||||
| Date: May 1, 2017 |
By: |
/s/ John L. Sennott, Jr. | ||
| Name: John L. Sennott, Jr. | ||||
| Title: Senior Vice President | ||||
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