Current Report Filing (8-k)

Date : 05/22/2019 @ 5:49PM
Source : Edgar (US Regulatory)
Stock : Atlantic American Corporation (AAME)
Quote : 1.72  0.15 (9.55%) @ 9:00PM

Current Report Filing (8-k)


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 22, 2019 (May 21, 2019)

ATLANTIC AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)

Georgia
0-3722
58-1027114
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS employer Identification No.)

4370 Peachtree Road, N.E., Atlanta, Georgia
30319
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code
(404) 266-5500

N/A
(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))

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. ☐

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $1.00 per share
 
AAME
 
NASDAQ Global Market



Section 5 – Corporate Governance and Management

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

The Annual Meeting of Shareholders of Atlantic American Corporation (the “Company”) was held on Tuesday, May 21, 2019, at which the following matters were submitted to a vote of the shareholders, with voting results as set forth below:

(a) A vote regarding the election of six (6) directors of the Company to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified:

Shares Voted
 
 
For
Withhold
Broker Non-Vote
       
Hilton H. Howell, Jr.
16,772,072
885,663
1,702,813
       
Robin R. Howell
16,769,142
888,593
1,702,813
       
Mark E. Preisinger
17,404,927
252,808
1,702,813
       
Joseph M. Scheerer
17,404,424
253,311
1,702,813
       
Scott G. Thompson
16,732,840
924,895
1,702,813
       
D. Keehln Wheeler
17,404,424
253,311
1,702,813

(b) A vote regarding the ratification of the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019:

Shares Voted
 
For
Against
Abstain
     
19,197,156
123,038
40,354

(c) An advisory vote regarding the compensation of the Company’s named executive officers:

Shares Voted
 
For
Against
Abstain
Broker Non-Vote
       
16,881,299
769,359
7,077
1,702,813

2

(d) An advisory vote regarding the frequency of the advisory vote on executive compensation:

Shares Voted For
 
Three Years
Two Years
One Year
Abstain
Broker Non-Vote
         
12,958,558
108,713
4,476,210
114,254
1,702,813

In accordance with the previous recommendation of the board of directors of the Company and the voting results on this advisory proposal, the Company has determined to hold an advisory vote regarding the compensation of the Company’s named executive officers every three years.

3

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.

 
ATLANTIC AMERICAN CORPORATION
     
 
By:
/s/ J. Ross Franklin
   
J. Ross Franklin
   
Vice President, Chief Financial Officer and Secretary
     
Date:  May 22, 2019
   


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