UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 27,
2021
Unico
American Corporation
(Exact
Name of Registrant as Specified in its Charter)
Nevada
(State
or Other Jurisdiction of Incorporation)
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000-03978
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95-2583928
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(Commission
File Number)
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(IRS
Employer Identification No.)
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26050
Mureau Road
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Calabasas,
California
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91302
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(818)
591-9800
(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):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol
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Name of
each exchange on which registered
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Common
Stock, No Par Value
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UNAM
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Nasdaq
Global Market
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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 |_|
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 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On May
27, 2021, the stockholders of Unico American Corporation (the
“Company”) approved the Unico American Corporation 2021
Equity Incentive Plan (the “
Equity Plan”). The Equity Plan
had previously been approved, subject to shareholder approval, by
the Board of Directors of the Company. The Equity Plan became
effective immediately upon shareholder approval at the Annual
Meeting of Stockholders of the Company held on May 27, 2021 (the
“Meeting”). A description of the material terms of
the Equity Plan is contained under the heading
“Proposal 2—Approval of the 2021 Equity Incentive
Plan” in the Company’s definitive proxy statement for
the Meeting, which was filed with the Securities and Exchange
Commission on April 28, 2021. A copy of
the Equity Plan is being filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated by reference
into this Item 5.02.
Item 5.07. Submission of Matters to a Vote of Security
Holders
The
Company held the Meeting on May 27, 2021. The final results of the
vote on each matter submitted to a vote of stockholders are as
follows:
1. The
election of six (6) directors to hold office until the next Annual
Meeting of Stockholders or until their successors are elected and
qualified by the following vote:
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Nominee
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Number
of Shares
Voted
For
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Number
of Shares
Withheld
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Gerard
J. Altonji
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3,738,784
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31,242
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Erwin
Cheldin
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3,737,318
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32,708
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John B.
Keefe, Sr.
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3,737,931
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32,095
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Joycelyn
M. Ray
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3,740,228
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29,798
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Steven
L. Shea
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3,737,129
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32,897
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Jeffrey
M. Tuder
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3,735,815
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34,211
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There
were no broker non-votes.
2. The
Equity Plan was approved by the following vote:
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For
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Against
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Abstentions
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3,736,252
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32,235
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1,539
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There
were no broker non-votes.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
The following exhibit is being filed herewith:
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Exhibit
Number
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Description
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Unico
American Corporation 2021 Equity Incentive Plan (incorporated by
reference to Appendix A to the proxy statement for the Annual
Meeting of Stockholders filed with the Securities and Exchange
Commission on April 28, 2021).
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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.
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UNICO
AMERICAN CORPORATION
(Registrant)
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Date: June 3,
2021
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By:
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/s/
Michael
Budnitsky
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Name:
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Michael
Budnitsky
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Title:
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Chief Executive
Officer, President, Treasurer, Chief Financial Officer and
Secretary
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