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 25, 2017
EMC INSURANCE GROUP INC. |
(Exact name of registrant as specified in its charter) |
Iowa | 0-10956 | 42-6234555 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
717 Mulberry Street, Des Moines, Iowa | 50309 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(515) 345-2902 |
(Registrant’s Telephone Number, Including Area Code) |
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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 25, 2017, EMC Insurance Group Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting stockholders: 1) elected the five Board of Director nominees to serve as directors of the Company for the ensuing year, 2) approved, by a non-binding advisory vote, the compensation of the Company's named executive officers as disclosed in the proxy statement, 3) approved, by a non-binding advisory vote, to hold annual advisory votes on the compensation of the Company's named executive officers for the next six years, 4) approved the Employers Mutual Casualty Company 2017 Stock Incentive Plan, 5) approved the Company's 2017 Non-Employee Director Stock Plan, and 6) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the current fiscal year.
The voting results are set forth below.
Proposal 1: | Election of Directors: | |||||||||
Broker | ||||||||||
Nominee | For | Against | Abstain | Non-Votes | ||||||
Stephen A. Crane | 17,925,438 | 135,471 | 17,280 | 2,596,185 | ||||||
Jonathan R. Fletcher | 17,931,614 | 130,146 | 16,429 | 2,596,185 | ||||||
Robert L. Howe | 17,947,797 | 112,983 | 17,409 | 2,596,185 | ||||||
Bruce G. Kelley | 17,972,135 | 100,467 | 5,587 | 2,596,185 | ||||||
Gretchen H. Tegeler | 17,958,886 | 101,824 | 17,479 | 2,596,185 | ||||||
Proposal 2: | Advisory vote on the compensation of the Company's named executive officers as disclosed in the proxy statement: | |||||||
Broker | ||||||||
For | Against | Abstain | Non-Votes | |||||
17,823,254 | 185,737 | 69,198 | 2,596,185 | |||||
Proposal 3: | Advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers: | |||||||
1 Year | 2 Years | 3 Years | Abstain | |||||
15,427,775 | 22,531 | 2,604,136 | 23,747 | |||||
The Company’s Board of Directors has decided, consistent with its recommendation and the vote of stockholders, to hold the advisory vote on the compensation of the Company’s named executive officers on an annual basis for the next six years. The next required vote on the frequency with which the Company should seek an advisory vote on the compensation of the named executive officers will occur at the Company's 2023 annual meeting of stockholders.
Proposal 4: | Approval of the Employers Mutual Casualty Company 2017 Stock Incentive Plan: | |||||||
Broker | ||||||||
For | Against | Abstain | Non-Votes | |||||
17,788,276 | 273,647 | 16,266 | 2,596,185 | |||||
Proposal 5: | Approval of the Company's 2017 Non-Employee Director Stock Plan: | |||||||
Broker | ||||||||
For | Against | Abstain | Non-Votes | |||||
17,876,892 | 180,748 | 20,549 | 2,596,185 | |||||
Proposal 6: | Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the current fiscal year: | |||||||
Broker | ||||||||
For | Against | Abstain | Non-Votes | |||||
20,518,971 | 143,464 | 11,939 | - | |||||
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, on May 25, 2017.
EMC INSURANCE GROUP INC. |
Registrant |
/s/ Mark E. Reese |
Mark E. Reese |
Senior Vice President and |
Chief Financial Officer |