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EX-99 - EX-99 - CNA SURETY CORP | c64400exv99.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
April 28, 2011
(Date of Report)
(Date of Report)
CNA SURETY CORPORATION
(Exact name of Registrant as specified in its charter)
1-13277
(Commission File No.)
(Commission File No.)
Delaware | 36-4144905 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |
333 S. Wabash Ave., Chicago, Illinois | 60604 | |
(Address of principal executive offices) | (Zip code) |
(312) 822-5000
(Registrants telephone number, including area code)
(Registrants 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 (see General Instruction A.2. below):
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)) |
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
See Exhibit 99 to this Form 8-K.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
CNA Surety Corporation (the Company) held its Annual Meeting of Shareholders on Thursday
April 28, 2011. The Companys shareholders considered five proposals, each of which is described in
more detail in the Companys proxy statement filed on March 14, 2011. Each proposal, which required
the affirmative vote of a majority of shares present and voting, passed. The final voting results
for the matters voted upon at the meeting are as follows:
PROPOSAL 1
To elect seven directors.
Number Of Shares/Votes | ||||||||||||
For | Authority Withheld | Broker Non-Votes | ||||||||||
Philip H. Britt |
40,595,725 | 268,275 | 2,203,624 | |||||||||
Anthony S. Cleberg |
40,606,307 | 257,693 | 2,203,624 | |||||||||
David B. Edelson |
34,314,542 | 6,549,458 | 2,203,624 | |||||||||
D. Craig Mense |
34,310,912 | 6,553,088 | 2,203,624 | |||||||||
Robert A. Tinstman |
40,600,160 | 263,840 | 2,203,624 | |||||||||
John F. Welch |
35,111,049 | 5,752,951 | 2,203,624 | |||||||||
Peter W. Wilson |
34,335,578 | 6,528,422 | 2,203,624 |
PROPOSAL 2
To ratify the Audit Committees appointment of the Companys independent registered public
accounting firm, Deloitte & Touche LLP, for fiscal year 2011.
For |
43,033,449 | |||
Against |
31,369 | |||
Abstain |
2,806 | |||
Broker Non-Votes |
0 |
PROPOSAL 3
To consider and act upon a proposal to approve the restated CNA Surety Corporation Long-Term
Equity Compensation Plan.
For |
40,133,831 | |||
Against |
465,056 | |||
Abstain |
265,113 | |||
Broker Non-Votes |
2,203,624 |
PROPOSAL 4
To approve, on an advisory basis, the compensation of the Named Executive Officers, as
disclosed in the Companys Proxy Statement for the 2011 Annual Meeting of Shareholders, including
the Compensation Discussion and Analysis, the 2010 Summary Compensation Table, and the other
related tables and disclosures.
For |
38,480,540 | |||
Against |
171,038 | |||
Abstain |
2,212,422 | |||
Broker Non-Votes |
2,203,624 |
PROPOSAL 5
To elect the option of once every one year, two years, or three years to be the preferred
frequency with which the Company is to hold a shareholder vote to approve, on an advisory basis,
the compensation of the Named Executive Officers.
One Year |
37,810,127 | |||
Two Years |
3,977 | |||
Three Years |
954,278 | |||
Abstain |
2,095,618 |
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 thereunto duly authorized.
CNA SURETY CORPORATION (Registrant) |
||||
Dated: April 29, 2011 | By: | /s/ John F. Corcoran | ||
John F. Corcoran | ||||
Senior Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
Exhibit No.
99. | CNA Surety Corporation Press Release issued on April 29, 2011. |