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) April 23, 2020

AMERICAN NATIONAL INSURANCE CO

(Exact name of registrant as specified in its charter)

Texas

001-34280

74-0484030

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS employer

Identification No.)



One Moody Plaza Galveston, Texas		77550-7999
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (409) 763-4661

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))

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

Title of Each Class

Trading

Symbol

Name of Each Exchange

on which Registered

Common Stock, Par Value $1.00

ANAT

NASDAQ

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 5.05.

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On April 23, 2020, the Board of Directors of the Company approved an amendment to the Company’s Code of Business Conduct and Ethics (the “Code”) to add a “Diversity and Inclusion” section. The Code applies to all of the Company’s officers, directors and employees. The foregoing summary of the amendment is qualified in its entirety by reference to the full text of the Code, as amended and restated, a copy of which is attached as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.05.

Amending the Code did not result in a waiver or implicit waiver (as defined in Instruction 2 to Item 5.05) of the previous Code. The Code, as amended and restated, will be posted as soon as practicable in the Investor Relations section of the Company’s website, www.americannational.com, under Corporate Governance.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on April 23, 2020 (the “Annual Meeting”). Results of stockholder voting at the Annual Meeting are set forth below.

Proposal 1. The stockholders elected the individuals below as Directors of the Company, to serve until the next Annual Meeting of Stockholders, with the results of the vote as follows:


Director Name	For		Against		Abstain		Broker Non-Votes
William C. Ansell		24,575,263		129,876		10,507		418,246
Arthur O. Dummer		23,879,697		824,419		11,530		418,246
Irwin M. Herz, Jr.		24,412,763		292,373		10,510		418,246
E. Douglas McLeod		24,582,085		123,052		10,509		418,246
Frances A. Moody-Dahlberg		24,418,414		293,133		4,099		418,246
Ross R. Moody		24,143,901		566,442		5,303		418,246
James P. Payne		24,560,513		143,898		11,235		418,246
E. J. “Jere” Pederson		23,948,206		756,005		11,435		418,246
James E. Pozzi		24,544,670		160,467		10,509		418,246
James D. Yarbrough		23,788,639		915,772		11,235		418,246

Proposal 2. The stockholders approved and adopted the Agreement and Plan of Merger, dated as of February 11, 2020, by and among the Company, American National Group, Inc. and AN MergerCo, Inc. The results of the vote were as follows:


For	Against	Abstain	Broker Non-Votes
22,554,927	2,132,235	28,484	418,246

Proposal 3. The stockholders approved, in a non-binding advisory vote, the compensation of the named executive officers disclosed in the “Executive Compensation” section of the Company’s proxy statement dated March 23, 2020 relating to the Annual Meeting. The results of the vote were as follows:


For	Against	Abstain	Broker Non-Votes
24,497,651	193,740	24,254	418,246

Proposal 4. The stockholders approved, in a non-binding advisory vote, an annual frequency for future non-binding advisory votes on executive compensation. The results of the vote were as follows:

One Year

Two Years

Three Years

Abstain

Broker Non-

Votes

23,889,022

18,175

786,511

21,437

418,246

Proposal 5. The stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020. The results of the vote were as follows:


For	Against	Abstain	Broker Non-Votes
25,102,042	26,694	5,156	0

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.



	14.1			American National Insurance Company Code of Business Conduct and Ethics, as amended and restated

	104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.