Current Report Filing (8-k)

Pennsylvania

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

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 20, 2020



	ERIE INDEMNITY COMPANY
	(Exact name of registrant as specified in its charter)



Registrant’s telephone number, including area code:	814	870-2000



	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:

☐ 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:



Class A common stock,	stated value $0.0292 per share	ERIE	NASDAQ Stock Market, LLC
(Title of each class)		(Trading Symbol)	(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

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

(a) Erie Indemnity Company (the “Company”) held its 95th Annual Meeting of Shareholders (the “Annual Meeting”) on April 20, 2020. On the record date for the Annual Meeting, the Company had 2,542 shares of Class B common stock outstanding which had the exclusive right to vote on all matters presented for consideration at the meeting.

(b) At the Annual Meeting, shareholders of the Company re-elected all 12 incumbent directors to serve on the Company's Board of Directors for a one-year term. The names of the elected directors and voting results appear below. None of the shareholders who voted withheld authority or abstained on any of the proposals.



		For
J. Ralph Borneman, Jr.		2,530
Eugene C. Connell		2,530
Salvatore Correnti		2,530
LuAnn Datesh		2,530
Jonathan Hirt Hagen		2,530
Thomas B. Hagen		2,530
C. Scott Hartz		2,530
Brian A. Hudson, Sr.		2,530
George R. Lucore		2,530
Thomas W. Palmer		2,530
Martin P. Sheffield		2,530
Elizabeth Hirt Vorsheck		2,530

In accordance with the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, shareholders were asked to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s 2020 Information Statement. Shareholders were also asked to approve the Company’s new Long Term Incentive Plan (“LTIP”). The compensation of the named executive officers and the new LTIP were both unanimously approved by the 2,530 votes cast.

Item 8.01 Other Events.

At its meeting on April 20, 2020, the Company’s Board of Directors approved the following quarterly dividend on shares of Erie Indemnity Company Class A common stock:

Dividend Number: 359

Class A Rate Per Share: $0.965

Declaration Date: April 20, 2020

Ex-Dividend Date: July 6, 2020

Record Date: July 7, 2020

Payable Date: July 21, 2020

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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.