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 7, 2013
Tower Group International, Ltd.
(Exact name of registrant as specified in its charter)
| Bermuda | 001-35834 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Crown House, 4 Par-La-Ville Road
Hamilton HM 08, Bermuda
(Address of principal executive offices)
(441) 269-6611
(Registrant’s 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):
| ¨ | 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 |
| ¨ | 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.
Tower Group International, Ltd. (the “Company”) held its annual meeting of stockholders on May 7, 2013 in Bermuda. At that meeting, the Company’s stockholders elected each of the Company’s nominees for director to hold office until the 2016 annual meeting of stockholders and until his successor is duly elected and qualified. The Company’s stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year 2013, reapproved the material terms of the Company’s Short Term Performance Incentive Plan, approved the Company’s 2013 Long Term Incentive Plan and approved the material terms of the Company’s 2013 Long Term Incentive Plan. In a non-binding advisory vote, the Company’s stockholders voted to approve the Company’s executive compensation. The final voting results for each matter submitted to a vote of stockholders at the meeting are as follows:
Item 1 – Election of Directors
| Name |
Votes For | Votes Withheld |
Broker Non- Votes |
|||||||||
| Charles A. Bryan |
40,408,979 | 998,020 | 3,970,367 | |||||||||
| Robert S. Smith |
40,520,732 | 886,267 | 3,970,367 | |||||||||
Item 2 – Ratification of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Votes Abstained | ||||||||
| 45,347,470 | 18,219 | 11,677 | ||||||||
Item 3 – Reapprove the material terms of the Company’s Short Term Performance Incentive Plan
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 39,274,142 | 1,502,648 | 630,209 | 3,970,367 | |||||||||||
Item 4 – Approve the Company’s 2013 Long Term Incentive Plan
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 38,697,460 | 2,703,964 | 5,575 | 3,970,367 | |||||||||||
Item 5 – Approve the material terms of the Company’s 2013 Long Term Incentive Plan
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 39,868,478 | 1,532,490 | 6,031 | 3,970,367 | |||||||||||
Item 6 – Advisory Vote on the Company’s Executive Compensation
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 39,475,131 | 1,916,498 | 15,370 | 3,970,367 | |||||||||||
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.
| Tower Group International, Ltd. | ||||||
| Registrant | ||||||
| Date: May 7, 2013 | /s/ Elliot S. Orol | |||||
| ELLIOT S. OROL Senior Vice President, General Counsel and Secretary | ||||||