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):   November 20, 2014
 
The Phoenix Companies, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-16517
06-1599088
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)
 
One American Row, Hartford, CT
06102 -5056
(Address of Principal Executive Offices)
(Zip Code)
   
Registrant’s telephone number, including area code:
(860) 403-5000
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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

(a)    The 2014 annual meeting of The Phoenix Companies, Inc. (the “Company”) shareholders was held on November 20, 2014.

(b)    Voting results for each matter are set forth below.

(1) Election of directors:

Director Name
For
Withheld
Broker Non-Votes
Martin N. Baily
3,262,927
77,194
849,619
Arthur P. Byrne
2,618,606
721,515
849,619
John H. Forsgren
2,620,941
719,180
849,619
Ann Maynard Gray
3,262,828
77,293
849,619
James D. Wehr
3,259,644
80,477
849,619
Arthur F. Weinbach
2,618,728
721,393
849,619


(2) Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2014:

For
Against
Abstain
4,075,646
106,863
7,231


(3) Approval of continued use of the performance goals under the Company’s  2003 Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan and Annual Incentive Plan for Executive Officers for purposes of Internal Revenue Code Section 162(m) :

For
Against
Abstain
Broker Non-Votes
3,022,829
307,152
10,140
849,619


(4) Adoption of the nonbinding, advisory resolution to approve the compensation of the Company’s Named Executive Officers  (“Say on Pay”) as described in the Company’s proxy statement:

For
Against
Abstain
Broker Non-Votes
3,104,316
27,744
208,061
849,619


 
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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.
 
 
THE PHOENIX COMPANIES, INC.
 
       
Date:  November 21, 2014
By:
/s/ Bonnie J. Malley
 
   
Name:  Bonnie J. Malley
 
   
Title:   Executive Vice President, Chief Financial Officer
 
       
 

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