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 28, 2015

 

 

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.)

 

5355 Town Center Road, Suite 701

Boca Raton, Florida

  33486
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

At the Annual Meeting of Shareholders (the “Annual Meeting”) of Imperial Holdings, Inc. (the “Company”) held on May 28, 2015, as described under Item 5.07 of this Current Report on Form 8-K (the “Current Report”), the shareholders approved the Imperial Holdings, Inc. 2010 Omnibus Incentive Plan, as Amended and Restated (the “Plan”). The terms and conditions of the Plan and awards contemplated thereunder are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2015 (the “Proxy Statement”), under “Proposal 4 — Approval of our 2010 Omnibus Incentive Plan As Amended and Restated.” The Company provided the Plan to shareholders of the Company as Appendix A to the Proxy Statement.

The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, which is incorporated herein as Exhibit 10.1 to this Current Report by reference to Appendix A of the Company’s Proxy Statement.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on May 28, 2015. 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

       16,280,630           76,288         3,873,398   

Michael Crow

       16,281,323           75,595         3,873,398   

Andrew Dakos

       16,264,649           92,269         3,873,398   

Richard Dayan

       16,280,630           28,588         3,921,098   

Phillip Goldstein

       16,319,230           37,688         3,873,398   

Gerald Hellerman

       16,124,040           232,878         3,873,398   

Antony Mitchell

       16,319,823           37,095         3,873,398   

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, 2014. The shareholders voted as follows:

 

Votes Cast

    For    

  

    Against    

  

    Abstain    

  

    Broker Non-Votes    

15,721,341    434,126    201,451    3,873,398


Proposal 3 – Vote on Amendment to Company’s Bylaws. The shareholders voted to approve the amendment to the Company’s Bylaws regarding claims that may be brought by a shareholder on behalf of the Company and/or any class of current and/or prior shareholders against the Company, its officers and directors. The shareholders voted as follows:

 

Votes Cast

    For    

  

    Against    

  

    Abstain    

  

    Broker Non-Votes    

12,047,397    4,104,380    205,141    3,873,398

Proposal 4 – Vote on Amendment and Restatement of the Company’s 2010 Omnibus Incentive Plan. The shareholders voted to approve the Company’s 2010 Omnibus Incentive Plan, as amended and restated, including approval of the material terms of the performance goals under the Plan. The shareholders voted as follows:

 

Votes Cast

    For    

  

    Against    

  

    Abstain    

  

    Broker Non-Votes    

15,143,566    564,037    649,315    3,873,398

Proposal 5 – Vote on Amendment to the Company’s Articles of Incorporation. The shareholders voted to approve an amendment to the Company’s Articles of Incorporation to change the Company’s name to Emergent Capital, Inc. The shareholders voted as follows:

 

  Votes Cast

    For    

  

    Against    

  

    Abstain    

20,162,080    46,394    21,842

Proposal 6 – 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, 2015 was ratified by shareholders. The shareholders voted as follows:

 

  Votes Cast

    For    

  

    Against    

  

    Abstain    

20,132,059    65,669    32,588

For more information about the foregoing proposals, see the Company’s Proxy Statement and the definitive additional materials filed with the Securities and Exchange Commission in connection therewith.

 

Item 8.01 Other Events.

On May 28, 2015 and as part of their 2015 director compensation, each of the Company’s non-employee directors were, except as noted below, paid $45,000 through the grant of 7,281 shares of one year vesting restricted stock. The number of shares granted to each such director was determined based on the fair market value of the Company’s common stock on May 27, 2015, the date prior to the Annual Meeting. Directors owning at least $200,000 in fair market value of the Company’s common stock have an option to elect all or a portion of this payment in cash in lieu of restricted stock. Mr. Hellerman elected to receive 4,854 shares of one year vesting restricted stock with the remainder paid in cash.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 10.1    Imperial Holdings 2010 Omnibus Incentive Plan, as Amended and Restated (incorporated by reference to Appendix A of the Company’s Proxy Statement filed on April 8, 2015)


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.

May 28, 2015

IMPERIAL HOLDINGS, INC.

(Registrant)

 

By:

/s/ Michael Altschuler

Michael Altschuler
General Counsel and Secretary


EXHIBIT INDEX

 

Exhibit

No.

  

Description

10.1    Imperial Holdings 2010 Omnibus Incentive Plan, as Amended and Restated (incorporated by reference to Appendix A of the Company’s Proxy Statement filed on April 8, 2015)