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) June 6, 2013

 

 

IMPERIAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   001-35064   30-0663473

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

701 Park of Commerce Boulevard, Suite 301

Boca Raton, Florida

  33487
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number including area code: (561) 995-4200

(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:

 

¨ 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.

The Annual Meeting of Shareholders of Imperial Holdings, Inc. (the “Company”) was held on June 6, 2013. The results of matters submitted to a vote were as follows:

Proposal 1 – Election of Directors. The shareholders elected each of the director nominees set forth below for a one-year term expiring at the next Annual Meeting of Shareholders. The shareholders voted as follows:

 

     Votes Cast  

Name

   For      Withheld      Broker Non-Votes  

James Chadwick

     15,060,118         36,261         2,883,908   

Michael Crow

     15,065,194         31,185         2,883,908   

Andrew Dakos

     14,979,937         116,442         2,883,908   

Richard Dayan

     15,059,818         36,561         2,883,908   

Phillip Goldstein

     15,058,886         37,493         2,883,908   

Gerald Hellerman

     14,989,337         107,042         2,883,908   

Antony Mitchell

     15,043,218         53,161         2,883,908   

Proposal 2 – Advisory Vote on Executive Compensation. The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2012. The shareholders voted as follows:

 

Votes Cast

For

 

Against

 

Abstain

 

Broker Non-Votes

14,190,277   505,218   400,884   2,883,908

Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The shareholders voted, on an advisory basis, as to the frequency of future advisory votes on the compensation of the Company’s named executive officers as follows:

 

Votes Cast

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

13,853,580   703,152   141,763   397,884   2,883,908

Proposal 4 – Ratification of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm.* The selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 was not ratified by shareholders. The shareholders voted as follows:

 

Votes Cast

For

 

Against

 

Abstain

8,495,376   9,477,861   7,050

 

* The Audit Committee of the Company’s Board of Directors will take this vote under advisement.


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.

June 6, 2013

 

IMPERIAL HOLDINGS, INC.
(Registrant)
By:  

/s/ Michael Altschuler

  Michael Altschuler
  General Counsel and Secretary