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 31, 2012  

 

HALLMARK FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)

 

Nevada
(State or Other Jurisdiction of Incorporation)

 

001-11252 87-0447375
(Commission File Number) (IRS Employer Identification No.)

 

777 Main Street, Suite 1000, Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)

 

817-348-1600
(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable
(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 5.07Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Shareholders of Hallmark Financial Services, Inc. (“Hallmark”) was held on May 31, 2012. Of the 19,263,457 shares of common stock of Hallmark entitled to vote at the meeting, 15,696,777 shares were present at the Annual Meeting in person or by proxy.

 

At the Annual Meeting, the following individuals were elected to serve as directors of Hallmark and received the number of votes set forth opposite their respective names:

 

 

Director

 

 

Votes For

  

Votes Against

Or Withheld

  

Abstentions and

Broker Non-Votes

 
Mark E. Schwarz   13,154,538    2,294,050    248,181 
Scott T. Berlin   15,280,198    168,390    248,181 
James H. Graves   15,251,660    196,928    248,181 
Jim W. Henderson   15,447,882    706    248,181 

 

The Board of Directors submitted to the shareholders for a non-binding, advisory vote the following resolution (the “Say-On-Pay Resolution”):

 

“RESOLVED, that the shareholders hereby approve the compensation paid to the Company’s executive officers as disclosed pursuant to Item 402 of Regulation S-K under the heading ‘EXECUTIVE COMPENSATION’ in the Company’s 2012 Proxy Statement, including the compensation tables and narrative discussion.”

 

At the Annual Meeting, 15,427,052 shares were voted in favor of the Say-On-Pay Resolution; 60,351 shares were voted opposed to the Say-On-Pay Resolution; and 209,374 shares were abstained from voting on the Say-On-Pay Resolution.

 

No other matter was voted upon at the Annual Meeting.

 

Item 8.01Other Events

 

In accordance with the majority vote at Hallmark’s 2011 Annual Meeting of Shareholders, the board of directors has determined to provide the shareholders an opportunity to approve executive compensation every year. Accordingly, a non-binding, advisory vote on a resolution approving executive compensation will again be submitted to shareholders at the 2013 Annual Meeting of Shareholders.

 

 
 

 

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 duly authorized.

 

 

  HALLMARK FINANCIAL SERVICES, INC.
   
   
Date: June 4, 2012 By:  /s/ Jeffrey R. Passmore
    Jeffrey R. Passmore, Chief Accounting Officer