Attached files
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| EX-3.1 - AMENDMENT TO THE BYLAWS - PHOENIX COMPANIES INC/DE | pnx_ex31.htm |
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 15, 2012
The Phoenix Companies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-16517
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06-1599088
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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One American Row, Hartford, CT
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06102-5056
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (860)403-5000
(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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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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))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 15, 2012, the Board of Directors of The Phoenix Companies, Inc. (the “Company”) approved an amendment to Sections 5.01, 5.02, 5.03 and 5.04 of Article V of the bylaws of the Company (the “Bylaws”), effective immediately, to expressly provide that the Company issue shares of its common stock in uncertificated or book-entry form and to make certain additional conforming changes to the Bylaws. The amendment to the Company’s Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
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(a)
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The 2012 annual meeting of The Phoenix Companies, Inc. (the “Company”) shareholders was held on May 15, 2012.
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(b)
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Voting results for each matter are set forth below.
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(1)
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election of three directors:
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Director Name
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For
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Withheld
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Broker
Non-Votes
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Sanford Cloud, Jr.
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34,441,512 | 14,896,855 | 29,299,019 | |||||||||
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Gordon J. Davis
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44,752,300 | 4,586,067 | 29,299,019 | |||||||||
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Augustus K. Oliver, II
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44,926,577 | 4,411,790 | 29,299,019 | |||||||||
There were no abstentions on this matter.
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(2)
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ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2012:
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| For | Against | Abstain | ||
| 73,290,327 | 5,120,969 | 226,090 |
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(3)
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advisory, non-binding vote on the compensation of the Company's named executive officers as described in our proxy statement:
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| For | Against | Abstain | Broker Non-Votes | |||
| 22,575,204 | 26,347,575 | 415,588 | 29,299,019 |
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(4)
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grant to the Board of discretionary authority to amend the Company’s certificate of incorporation to effect a reverse stock split and authorized share reduction:
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| For | Against | Abstain | ||
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70,380,435
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8,038,783 |
218,168
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished herewith:
3.1 Amendment to the Bylaws of The Phoenix Companies, Inc.
* * * * *
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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THE PHOENIX COMPANIES, INC.
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Date: May 18, 2012
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By:
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/s/ Bonnie J. Malley
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Name:
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Bonnie J. Malley
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Title:
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Executive Vice President and
Chief Administrative Officer
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