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 19, 2021

 

 

 

First Trinity Financial Corporation
(Exact Name of registrant as specified in its charter)

 

 

Commission File No.       000-52613

 

Oklahoma 34-1991436
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)  

 

 

7633 East 63rd Place, Suite 230, Tulsa, Oklahoma 74133-1246
(Address of principal executive offices) (Zip 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 (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))

 

Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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. ☐

 

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Item 5.01 Change in Control of the Company

 

(a)(1)(2) Gregg E. Zahn (“Mr. Zahn”) the holder of 100,000 shares of First Trinity Financial Corporation’s (the “Company”) Class B common stock has previously acquired control of the Company prior to its Annual Meeting of Shareholders held May 19, 2021 (“Annual Meeting”). See Item 5.07 below.

 

(a)(3) Mr. Zahn, under the Company’s Amended and Restated Certificate of Incorporation, as the holder of 100,000 shares (or 98.91%) of the Company’s Class B Common Stock nominated, pursuant to Schedule 14N filed with the Securities and Exchange Commission (“SEC”) and the Company on March 19, 2021, five of the eight nominees to the Company’s board of directors to be elected at the Annual Meeting. All five nominees are and have been long standing members of the Company’s board. All five nominees were elected and Mr. Zahn was also elected as one of the other three directors by holders of the Company’s Class A common stock. See Item 5.07 below.

 

(a)(4)(5)(6) Mr. Zahn acquired the Class B common stock in exchange for an equal number of shares of Class A common stock pursuant to an exchange offer made to all of the Company’s shareholders under the definitive proxy statement for the Company’s annual meeting held October 2, 2019. No other consideration was paid by Mr. Zahn for his shares of Class B common stock.

 

(a)(7) A description of the relative rights of the holder of the Company’s Class A and Class B common stock under the Amended and Restated Certificate of Incorporation is set forth in the Company’s Current Report on Form 8-K filed with the SEC on March 30, 2020. A copy of the Amended and Restated Certificate of Incorporation was filed as Exhibit 3.1 thereto.

 

(b) As set forth above, Mr. Zahn, as the holder of 98.91% of the Company’s Class B common stock, has the right to elect a majority of the Company’s directors, therefore, his nominations could effect changes in the Company’s board of directors at future meetings of its shareholders.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The 2021 Annual Meeting of the shareholders of First Trinity Financial Corporation (the “Company”) was held on May 19, 2021 at 1:00 P.M. Central Daylight Savings Time at the Embassy Suites Tulsa, Premier Room – Interstate 44, 3332 South 79th East Avenue, Tulsa, Oklahoma 74145.

 

QUORUM

 

The total number of votes eligible to be cast at said Meeting of Shareholders, determined at the close of business on March 22, 2021, the record date fixed by the Company’s Board of Directors for determination of the number of votes that may be cast at said Meeting and of those persons entitled to notice of and to vote at said Meeting, is 8,762,798 Class A Common Stock and Class B Common Stock (8,661,696 Class A Common Stock and 101,102 Class B Common Stock).

 

There are present at said Meeting, in person or by proxy, persons entitled to cast 4,540,745 Class A Common Stock and Class B Common Stock votes (4,440,194 Class A Common Stock votes and 100,551 Class B Common Stock votes).

 

There being present at said Meeting, either in person or by proxy, persons entitled to cast more than 50% of the total number of votes eligible to be cast there at, a quorum is present for the transaction of business.

 

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PROPOSALS

 

The proposals voted on and approved or disapproved by the shareholders of the Company at the Annual Meeting were as follows:

 

Proposal Number 1 Class B Common Stock

 

To elect five (5) directors to hold office for a term of one year or until their successors are duly elected and qualified.

 

The following five (5) individuals were elected. The votes were cast as follows:

 

   

Total

   

Withhold

   

For All

   

Net

 

Director

 

Votes

   

All

   

Except

   

Total

 

William S. Lay

  100,551     0     0     100,551  

Bill H. Hill

  100,551     0     0     100,551  

Will W. Klein

  100,551     0     0     100,551  

Gary L. Sherrer

  100,551     0     0     100,551  

Gerald J. Kohout

  100,551     0     0     100,551  

 

 

Proposal Number 2 Class A Common Stock

 

To elect three (3) directors to hold office for a term of one year or until their successors are duly elected and qualified.

 

The following three (3) individuals were elected. The votes were cast as follows:

 

   

Total

   

Withhold

   

For All

   

Net

 

Director

 

Votes

   

All

   

Except

   

Total

 

Gregg E. Zahn

  4,440,194     78,752     37,871     4,323,571  

Charles W. Owens

  4,440,194     78,752     11,160     4,350,282  

George E. Peintner

  4,440,194     78,752     11,160     4,350,282  

 

 

Proposal Number 3 Class A and Class B Common Stock

 

To ratify the selection of Kerber, Eck & Braeckel LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

 

The Company’s shareholders ratified the appointment of Kerber, Eck & Braeckel LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The votes were cast as follows:

 

Independent Registered

       

Votes

   

Votes

   

Net

 

Public Accounting Firm

 

Total

   

Against

   

Abstained

   

Votes For

 

Kerber, Eck & Braeckel LLP

  4,540,745     34,059     63,859     4,442,827  

 

 

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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.

 

  First Trinity Financial Corporation  
       
       
Date: May 19, 2021 By: /s/ Gregg E. Zahn  
    Gregg E. Zahn  
    President and Chief Executive Officer  

 

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