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 17, 2017

 

 

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

of incorporation or organization)

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

 

 

 

 

7633 East 63rd Place, Suite 230, Tulsa, Oklahoma 

74133-1246

(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 
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Item 5.07 Submission of Matters to a Vote of Security Holders 

The 2017 Annual Meeting of the shareholders of First Trinity Financial Corporation (the “Company”) was held on May 17, 2017 at 1:00 P.M. Central Daylight Savings Time at the Embassy Suites Tulsa, Premier Room – Interstate 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 20, 2017, 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, is 7,802,593.

 

There are present at said Meeting, in person or by proxy, persons entitled to cast 4,040,131votes.

 

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 is 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 eight (8) directors to hold office for a term of one year or until their successors are duly elected and qualified.

 

The following eight (8) individuals were elected. The votes were cast as follows: 

 

   

Total

 

Withhold

 

For All

 

Net

Director

 

Votes

 

All

 

Except

 

Total

Gregg E. Zahn

 

4,040,131

 

81,172

 

8,277

 

3,950,682

William S. Lay

 

4,040,131

 

81,172

 

3,529

 

3,955,430

Bill H. Hill

 

4,040,131

 

81,172

 

5,461

 

3,953,498

Will W. Klein

 

4,040,131

 

81,172

 

3,308

 

3,955,651

Charles W. Owens

 

4,040,131

 

81,172

 

6,342

 

3,952,617

George E. Peintner

 

4,040,131

 

81,172

 

6,342

 

3,952,617

Gary L. Sherrer

 

4,040,131

 

81,172

 

7,718

 

3,951,241

Gerald J. Kohout

 

4,040,131

 

81,172

 

3,308

 

3,955,651

 

Proposal Number 2

 

To ratify the selection of Kerber, Eck & Braeckel LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2017.

 

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, 2017. The votes were cast as follows: 

 

Independent Registered

     

Votes

 

Votes

 

Net

Public Accounting Firm

 

Total

 

Against

 

Abstained

 

Votes For

Kerber, Eck & Braeckel LLP

 

4,040,131

 

52,312

 

26,376

 

3,961,443

  

 
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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 21, 2017.

 

The Company’s shareholders approved a non-binding advisory resolution regarding the compensation of the Company's Named Executive Officers (“Say-On-Pay”), 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 21, 2017. The votes were cast as follows: 

 

       

Votes

 

Votes

 

Net

   

Total

 

Against

 

Abstained

 

Votes For

Proposal 3: Say-On-Pay

 

4,040,131

 

228,644

 

215,562

 

3,595,925

  

 

Proposal Number 4

 

To approve a non-binding advisory resolution regarding the frequency of the advisory vote on compensation of Named Executive Officers (“Say-When-On-Pay”).

 

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 three years. The votes were cast as follows: 

 

       

Votes

 

Votes

 

Votes

 

Votes

   

Total

 

1 Year

 

2 Years

 

3 Years

 

Abstained

Proposal 4: Say-When-On-Pay

 

      4,040,131

 

982,820

 

135,665

 

2,600,301

 

321,345

  

 

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, 2017

By:

/s/ Gregg E. Zahn

 

 

 

Gregg E. Zahn

 

 

 

President and Chief Executive Officer

 

 

 

 

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