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 29, 2014
Affirmative Insurance Holdings, Inc.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 000-50795 | 75-2770432 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 4450 Sojourn Drive, Suite 500, Addison, Texas | 75001 | |
| (Address of principal executive offices) | Zip Code |
Registrant’s telephone, including area code: (972) 728-6300
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.
On May 29, 2014, Affirmative Insurance Holdings, Inc. (Company) held its annual meeting of shareholders at the Company’s Addison, Texas offices. A total of 14,964,457 of the Company’s shares of common stock were present or represented by proxy at the annual meeting. This represented approximately 94.08% of the Company’s shares outstanding on the April 9, 2014 record date. Three proposals were voted upon at the annual meeting and each was approved. Each of Thomas C. Davis, Nimrod T. Frazer, Mory Katz, Michael J. McClure, Eric Rahe, David I. Schamis, Robert T. Williams, Jr. and Paul J. Zucconi was elected as a director, each to serve until the Company’s next annual meeting of shareholders and until his successor is duly elected and qualified. In addition: (i) the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2014 by the Company’s Audit Committee was ratified, and (ii) a “say-on-pay” resolution approving the compensation of the Company’s named executive officers was approved on a non-binding, advisory basis.
The following table sets forth the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes for each of the proposals voted upon at the Company’s annual meeting of shareholders:
| Description of Matter |
For | Against | Withheld | Abstentions | Broker Non- Votes |
|||||||||||||||
| Election of Directors: |
||||||||||||||||||||
| Thomas C. Davis |
13,196,980 | n/a | 22,732 | n/a | 1,744,745 | |||||||||||||||
| Nimrod T. Frazer |
13,194,480 | n/a | 25,232 | n/a | 1,744,745 | |||||||||||||||
| Mory Katz |
13,196,980 | n/a | 22,732 | n/a | 1,744,745 | |||||||||||||||
| Michael J. McClure |
13,193,976 | n/a | 25,736 | n/a | 1,744,745 | |||||||||||||||
| Eric Rahe |
13,196,980 | n/a | 22,732 | n/a | 1,744,745 | |||||||||||||||
| David I. Schamis |
13,196,980 | n/a | 22,732 | n/a | 1,744,745 | |||||||||||||||
| Robert T. Williams |
13,196,980 | n/a | 22,732 | n/a | 1,744,745 | |||||||||||||||
| Paul J. Zucconi |
13,196,980 | n/a | 22,732 | n/a | 1,744,745 | |||||||||||||||
| 2. Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2014. |
14,950,103 | 13,354 | n/a | 1,000 | 0 | |||||||||||||||
| 3. Advisory Resolution on Executive Compensation (“Say-on-Pay”) |
12,564,555 | 63,579 | n/a | 591,578 | 1,744,745 | |||||||||||||||
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.
| AFFIRMATIVE INSURANCE HOLDINGS, INC. | ||||||
| Date: May 29, 2014 | By: | /s/ John P. Killacky | ||||
| Name: John P. Killacky | ||||||
| Title: Executive Vice President, General Counsel & Secretary | ||||||