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 25, 2011
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. ) |
3700 Colonnade Parkway, Birmingham, Alabama 35243
(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 25, 2011, the Company’s shareholders voted on four proposals, set forth below, at the 2011 Annual Meeting of Shareholders (the “Meeting”). Of the 12,404,072 shares of common stock outstanding as of March 29, 2011, the record date, 11,851,731 shares were represented at the Meeting (in person or by proxy), constituting 95.5% of the outstanding shares entitled to vote. At the Meeting, the shareholders approved all of the director nominees and each of the proposals presented, including indicating their preferred frequency of future advisory votes on executive compensation. The final result of voting on each of the proposals is as follows:
| Proposal 1. | Election of ten directors. |
| Nominee |
Votes For | Votes Withheld | ||||||
| Teresa A. Canida |
11,572,384 | 1,470 | ||||||
| Jorge G. Castro |
11,572,153 | 1,701 | ||||||
| James R. Gober |
11,464,288 | 109,566 | ||||||
| Harold E. Layman |
11,572,384 | 1,470 | ||||||
| Drayton Nabers, Jr. |
11,572,384 | 1,470 | ||||||
| Samuel J. Simon |
11,524,571 | 49,283 | ||||||
| Roger Smith |
10,428,613 | 1,145,241 | ||||||
| William Stancil Starnes |
11,572,384 | 1,470 | ||||||
| Gregory C. Thomas |
11,572,384 | 1,470 | ||||||
| Samuel J. Weinhoff |
11,572,384 | 1,470 | ||||||
| Proposal 2. | Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 11,783,574 |
61,157 | 0 | 7,000 |
| 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 | |||
| 11,254,513 |
199,351 | 119,990 | 277,877 |
| Proposal 4. | Preferred frequency of future advisory votes on executive compensation. |
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 10,280,033 |
2,660 | 1,173,656 | 124,505 | 270,877 |
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 2017.
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 | ||
| BY: | /s/ Samuel J. Simon | |
| Samuel J. Simon | ||
| Executive Vice President, General Counsel and Assistant Secretary | ||
May 31, 2010