Attached files
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| EX-3.1 - EXHIBIT 3.1 - FedNat Holding Co | ex3_1.htm |
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: May 31, 2018
(Date of earliest event reported)
FEDNAT HOLDING COMPANY
(Exact name of registrant as specified in its charter)
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Florida
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000-25001
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65-0248866
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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14050 N.W. 14th Street, Suite 180
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Sunrise, FL
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33323
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (800)
293-2532
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FEDERATED NATIONAL HOLDING COMPANY
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(Former Name or Former Address, if Changed Since Last Report)
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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):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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| ☐ |
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 ☐
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. ☐
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
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The Company’s shareholders
approved at the Company’s Annual Meeting of Shareholders held on May 31, 2018 (the “Annual Meeting”) an amendment to the Company’s Amended and Restated
Articles of Incorporation (the “Articles of Incorporation”) changing the Company’s name to “FedNat Holding Company” from “Federated National Holding Company.”
Articles of Amendment (the “Articles of Amendment”) to the Company’s Articles of Incorporation have been filed with the Florida Secretary of State and the name
change is effective as of May 31, 2018.
A copy of the Articles of
Amendment is attached to this Current Report as Exhibit 3.1.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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2018 Annual Meeting of Shareholders
At the Annual Meeting, the Company’s shareholders approved all of the matters proposed to the shareholders. A total of 11,306,410 of the Company’s outstanding shares of common stock,
representing approximately 86% of the shares eligible to vote, were present or represented by proxy at the Annual Meeting, resulting in a quorum being present or represented at the Annual Meeting.
Set forth below are the number of votes cast for or against, and any abstentions or broker non-votes, as applicable, regarding each of the proposals voted on at the Annual
Meeting:
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For
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Against
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Abstentions
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Broker Non-Votes
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1.
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Election of Directors:
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Bruce F. Simberg
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7,989,174
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1,648,377
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5,540
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1,663,319
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William G. Stewart
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7,752,741
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1,815,985
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74,365
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1,663,319
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Richard W. Wilcox Jr.
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7,908,738
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1,657,938
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8,890
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1,663,319
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Roberta N. Young
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7,836,663
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1,797,538
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8,890
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1,663,319
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2.
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Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to change the Company’s name To
FedNat Holding Company
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10,792,882
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478,489
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35,039
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--
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3.
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Approval of the Company’s 2018 Omnibus Incentive Compensation Plan
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7,696,953
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1,872,513
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73,625
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1,663,319
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4.
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Non-binding advisory vote on the Company’s executive compensation.
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7,772,275
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1,863,091
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7,725
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1,663,319
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5.
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Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for
the 2018 fiscal year.
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10,739,411
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501,456
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65,543
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--
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| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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3.1
Articles of Amendment to Amended and Restated Articles of Incorporation of Federated National Holding Company
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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.
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FEDNAT HOLDING COMPANY
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Date: June 4, 2018
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By:
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/s/ Ronald A. Jordan
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Name:
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Ronald A. Jordan
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Title:
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Chief Financial Officer
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(Principal Financial Officer)
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