Form 8-K - Current report

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): October 5, 2023

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.)


5420 Lyndon B. Johnson Freeway, Suite 1100, Dallas, Texas	75240
(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)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $1.00 par value	HALL	Nasdaq Global Market

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 (§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 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Hallmark Financial Services, Inc. (the “Company” was reconvened on October 5, 2023, after such meeting was convened and adjourned on September 7, 2023. The following matters were submitted to the stockholders of the Company entitled to vote at the Annual Meeting (the “Stockholders”), which are more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on July 20, 2023:

Proposal #1

To approve and adopt an amendment to the Company’s Restated Articles of Incorporation (the “Tax Asset Protection Amendment”) designed to restrict certain transfers of stock to protect the tax benefits of the Company’s net operating loss carryforwards;

Proposal #2

To approve and adopt an amendment to the Company’s Restated Articles of Incorporation (the “Capital Authorization Amendment”) in order to authorize the issuance of (a) 200,000,000 shares of a newly created class of common stock to be named “Class A Common Stock” and (b) 10,000,000 shares of preferred stock, with rights and preferences to be determined by the Company’s Board of Directors from time to time; and

Proposal #4

To elect four (4) directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified; and

Proposal #5

To conduct an advisory vote approving the Company’s compensation of its named executive officers (the “Say-On-Pay Proposal”); and

Proposal #6

To conduct an advisory vote on the frequency of future advisory votes on the Company’s compensation of its named executive officers (the “Say-On-Frequency Proposal”).

On July 10, 2023, the record date for the Annual Meeting, there were 1,818,482 shares of Common Stock issued, outstanding and entitled to vote. Stockholders holding 1,273,409 shares were present at the meeting, in person or represented by proxy. Each of the two charter amendment proposals were passed with a majority of the shares of the company’s issued and outstanding shares of common stock voting in favor of these amendments. Each of the director nominees was elected to hold office until their respective successor is duly elected and qualified or until their earlier death, resignation or removal. In addition, the Stockholders also approved an advisory vote on executive compensation and an advisory vote on the frequency (3 years) of the advisory vote on executive compensation. The following tables show the results of the voting for each proposal. There were no broker non-votes cast at the Annual Meeting.

Prop #1

With respect to the adoption of the Tax Asset Protection Amendment, the proposal received the following votes to approve:

1,001,316		shares were voted in favor
263,987		shares were voted opposed; and
6,376		shares abstained from voting.

Prop #2

With respect to the adoption of the Capital Authorization Amendment, the proposal received the following votes to approve:

983,701		shares were voted in favor
284,910		shares were voted opposed; and
1,798		shares abstained from voting.

Prop #4

With respect to the election of directors, the respective nominees received the following votes:

	FOR	AGAINST	ABSTAIN
Mark E. Schwarz	1,205,910	63,135	1,364
Scott T. Berlin	1,064,015	205,018	1,376
Doug Slape	1,202,748	66,305	4,356
Mark E. Pape	1,204,710	63,958	1,741

Prop #5

With respect to the adoption of the Say-On-Pay Proposal, the proposal received the following votes to approve

1,190,172		shares were voted in favor
76,398		shares were voted opposed; and
3,839		shares abstained from voting.

Prop #6

With respect to the advisory vote on the Say-On-Frequency Proposal, the proposal received the following votes related to frequency of Say-On-Pay resolutions going forward:

929,568		shares voted in favor of EVERY THREE YEARS
1,431		shares voted in favor of EVERY TWO YEARS
333,860		shares voted in favor of EVERY YEAR
5,549		shares abstained from voting.

Other Matters.

No other matters were voted on at the Annual Meeting.

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:	October 10, 2023	By:	/s/ CHRISTOPHER J. KENNEY
			Christopher J. Kenney, Chief Executive Officer

Document and Entity Information	Oct. 05, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 05, 2023
Entity Registrant Name	HALLMARK FINANCIAL SERVICES, INC.
Entity Central Index Key	0000819913
Entity Incorporation, State or Country Code	NV
Entity File Number	001-11252
Entity Tax Identification Number	87-0447375
Entity Address, Address Line One	5420 Lyndon B. Johnson Freeway
Entity Address, Adress Line Two	Suite 1100
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240
City Area Code	817-348-1600
Local Phone Number	7
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $1.00 par value
Trading Symbol	HALL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false