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, 2013

 

 

 

First Trinity Financial Corporation

(Exact Name of registrant as specified in its charter)

 

 

Commission File No.       000-52613

 

Oklahoma

34-1991436

(State or other jurisdiction

(I.R.S. Employer Identification No.)

of incorporation or organization)

 

7633 E 63rd Place, Suite 230, Tulsa, OK

74133
(Address of principal executive offices)

 (Zip 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 (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))

 

 
1

 

 

 Item 5.07 Submission of Matters to a Vote of Security Holders

 

The 2013 Annual Meeting of the shareholders of First Trinity Financial Corporation (the “Company”) was held on May 15, 2013 at 1:00 P.M. Central Daylight Time at the Embassy Suites Tulsa – I-44, 3332 South 79th East Avenue, Tulsa, Oklahoma 74145.

 

QUORUM

 

The total number of votes eligible to be cast at said Meeting of Shareholders, determined at the close of business on March 18, 2013, the record date fixed by the Company’s Board of Directors for determination of the number of votes that may be cast at said Meeting and of those persons entitled to notice of and to vote at said Meeting, was 7,782,276.

 

There were present at said Meeting, in person or by proxy, persons entitled to cast 4,216,803 votes.

 

There being present at said Meeting, either in person or by proxy, persons entitled to cast more than 50% of the total number of votes eligible to be cast thereat, a quorum was present for the transaction of business.

 

PROPOSALS

 

The proposals voted on and approved or disapproved by the shareholders of the Company at the Annual Meeting were as follows:

 

Proposal Number 1

 

To elect seven (7) directors to hold office for a term of one year or until their successors are duly elected and qualified.

 

The following seven (7) individuals were elected. The votes were cast as follows:

 

Director

Total Votes

Withhold All

For All Except

Net Total

1. Gregg E. Zahn

    4,216,803     105,507     34,579     4,076,717

2. William S. Lay

    4,216,803     105,507     9,042     4,102,254

3. Bill H. Hill

    4,216,803     105,507     11,247     4,100,049

4. Will W. Klein

    4,216,803     105,507     9,042     4,102,254

5. Charles W. Owens

    4,216,803     105,507     16,539     4,094,757

6. George E. Peintner

    4,216,803     105,507     16,539     4,094,757

7. Gary L. Sherrer

    4,216,803     105,507     8,821     4,102,475

 

 
2

 

 

Proposal Number 2

 

To ratify the selection of Kerber, Eck & Braeckel LLP, as the Company’s independent registered public accounting firm for 2013.

 

The Company’s shareholders ratified the appointment of Kerber, Eck & Braeckel LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2013. The votes were cast as follows:

 

Independent Registered

Public Accounting Firm

Total

Votes

Against

Votes

Abstained

Net

Votes For

Kerber, Eck & Braeckel LLP

4,216,803 49,782 114,508 4,052,513
               
 

Proposal Number 3

 

To approve a non-binding advisory resolution regarding the compensation of the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the related disclosures contained in the Proxy Statement dated March 22, 2013 and Proxy Supplement dated April 23, 2013.

 

The Company’s shareholders approved a non-binding advisory resolution regarding the compensation of the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the related disclosures contained in the Proxy Statement dated March 22, 2013 and Proxy Supplement dated April 23, 2013. The votes were cast as follows:

 

 

Total

Votes

Against

Votes

Abstained

Net

Votes For

Proposal 3

4,216,803 243,993 192,402 3,780,408
               
 

Proposal Number 4

 

To approve a non-binding advisory resolution regarding the frequency of the advisory vote on compensation of Named Executive Officers.

 

The Company’s shareholders approved a non-binding advisory resolution regarding the frequency of the advisory vote on compensation of Named Executive Officers to be every four years. The votes were cast as follows:

 

 

Total

Votes

4 Years

Votes

5 Years

Votes

6 Years

Votes

Abstained

Proposal 4

4,216,803 2,261,577 548,322 716,331 690,573
                   

 

 
3

 

 

SIGNATURE

 

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.

 

 

 

First Trinity Financial Corporation

 
       
Date: May 17, 2013  By: /s/ Gregg E. Zahn  
    Gregg E. Zahn  
    President and Chief Executive Officer  
       

 

4