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 25, 2017

 

HALLMARK FINANCIAL SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada

(State or Other Jurisdiction of Incorporation)

 

001-11252 87-0447375
(Commission File Number) (IRS Employer Identification No.)

 

777 Main Street, Suite 1000, Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)

  

817-348-1600

(Registrant’s Telephone Number, Including Area Code)

 

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 (see General Instruction A.2. below):

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o

 

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. o

 

 

 

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Shareholders of Hallmark Financial Services, Inc. (the “Company”) was held on May 25, 2017. Of the 18,566,096 shares of common stock of the Company entitled to vote at the meeting, 15,726,962 shares were represented at the Annual Meeting in person or by proxy.

 

Item 1 – Election of Directors

 

At the Annual Meeting, the following individuals were elected to serve as directors of the Company and received the number of votes set forth opposite their respective names:

 

 

Director

 

Votes For

Votes Against

Or Withheld

Abstentions and

Broker Non-Votes

Mark E. Schwarz 15,335,442 179,737 211,783
Scott T. Berlin 14,541,224 973,955 211,783
James H. Graves 14,562,424 952,755 211,783
Mark E. Pape 15,322,921 192,258 211,783

 

Item 2 – Advisory Vote on Say-On-Pay Resolution

 

The Board of Directors submitted to the shareholders for a non-binding, advisory vote the following resolution (the “Say-On-Pay Resolution”):

 

“RESOLVED, that the shareholders hereby approve the compensation paid to the Company’s executive officers as disclosed pursuant to Item 402 of Regulation S-K under the heading ‘EXECUTIVE COMPENSATION’ in the Company’s 2017 Proxy Statement, including the compensation tables and narrative discussion.”

 

At the Annual Meeting, 5,412,045 shares were voted in favor of the Say-On-Pay Resolution; 207,829 shares were voted against the Say-On-Pay Resolution; and 10,107,088 shares abstained from voting or were broker non-votes on the Say-On-Pay Resolution.

 

Item 3 – Advisory Vote on Say-On-Frequency Proposal

 

The Board of Directors submitted to the shareholders for a non-binding, advisory vote the following Say-On-Frequency Proposal:

 

“PROPOSED, that the frequency with which the Company shall submit to its shareholders for an advisory vote a resolution approving the compensation of its named executive officers shall be either (select one): (i) every year; (ii) every two years; or (iii) every three years.”

 

With respect to the Say-On-Frequency Proposal, 1,674,296 shares were voted in favor of “Every Year;” 56 shares were voted in favor of “Every Two Years;” and 806,379 shares were voted in favor of “Every Three Years.”

 

 

 

 

Item 4 - Other Business

 

No other matters were voted on at the Annual Meeting.

 

Board Determination of Frequency of Future Say-On-Pay Resolutions

 

In accordance with the plurality vote of shareholders at the Annual Meeting, the Board of Directors has determined to include a shareholder vote on the compensation of executives in its proxy materials every year until the next required vote on the frequency of shareholder votes on the compensation of executives.

 

 

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 duly authorized.

 

  HALLMARK FINANCIAL SERVICES, INC.  
         
         
Date:    May 25, 2017 By: /s/ Jeffrey R. Passmore    
    Jeffrey R. Passmore, Chief Accounting Officer