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 Act of 1934
Date of Report (Date of earliest event reported): May 17, 2017
INFINITY PROPERTY AND CASUALTY CORPORATION |
(Exact name of Registrant as specified in its Charter) |
Ohio | 000-50167 | 03-0483872 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No. ) | ||
2201 4th Avenue North, Birmingham, Alabama 35203 |
(Address of Principal Executive Offices) (Zip Code) |
(205) 870-4000 |
Registrant’s telephone number, including area code |
(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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 17, 2017, the shareholders of Infinity Property and Casualty Corporation (the “Company”) voted on four proposals, set forth below, at the 2017 Annual Meeting of Shareholders (the “Meeting”). Of the 11,010,400 shares of common stock outstanding as of March 23, 2017, the record date, 10,693,399 shares were represented at the Meeting (in person or by proxy), constituting 97.12% of the outstanding shares entitled to vote. At the Meeting, the shareholders approved all of the director nominees, proposal 2, and proposal 3. With regard to proposal 4, a majority of shareholders indicated a preferred frequency of every year for future advisory votes on executive compensation. The final results of voting on each of the proposals are as follows:
Proposal 1. Elect nine directors.
Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
Victor T. Adamo | 10,478,182 | 12,209 | 203,008 | |||
Richard J. Bielen | 10,478,182 | 12,209 | 203,008 | |||
Angela Brock-Kyle | 10,476,741 | 13,650 | 203,008 | |||
Teresa A. Canida | 10,476,941 | 13,450 | 203,008 | |||
James R. Gober | 10,469,596 | 20,795 | 203,008 | |||
Harold E. Layman | 10,469,934 | 20,457 | 203,008 | |||
E. Robert Meaney | 10,476,748 | 13,643 | 203,008 | |||
James L. Weidner | 10,476,948 | 13,443 | 203,008 | |||
Samuel J. Weinhoff | 10,471,394 | 18,997 | 203,008 | |||
Proposal 2. | Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year. |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
10,668,705 | 24,049 | 645 | 0 | |||
Proposal 3. | Approve, in an advisory vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement. |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
10,469,662 | 15,005 | 5,723 | 203,009 | |||
Proposal 4. | Preferred frequency of future advisory votes on executive compensation. |
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
8,049,796 | 1,666 | 2,422,250 | 16,678 | 203,009 | ||||
In consideration of the shareholder vote on the proposal regarding the preferred frequency of future advisory votes on executive compensation, the Company’s Board of Directors decided that the Company will hold an advisory vote to approve the compensation of the Company’s named executive officers every year in connection with its annual meeting of shareholders. Accordingly, the Company will include such an advisory vote every year in its future proxy materials until the next shareholder vote on the preferred frequency of such advisory votes, which vote shall be held no later than the Company’s annual meeting of shareholders in 2023.
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.
INFINITY PROPERTY AND CASUALTY
CORPORATION
CORPORATION
BY:/s/ Samuel J. Simon
Samuel J. Simon
Executive Vice President, General Counsel and Assistant Secretary
May 19, 2017