Current Report Filing (8-k)

Date : 05/22/2019 @ 8:25PM
Source : Edgar (US Regulatory)
Stock : Safety Insurance Grp., Inc. (SAFT)
Quote : 94.41  -0.66 (-0.69%) @ 5:41PM

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

 

May 22, 2019

Date of Report (Date of earliest event reported)

 

SAFETY INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

000-50070

13-4181699

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

20 Custom House Street, Boston, Massachusetts 02110

(Address of principal executive offices including zip code)

 

(617) 951-0600

(Registrant's telephone number, including area code)

 

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:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common

SAFT

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 5.07 Submissions of Matters to a Vote of Security Holders.

 

The Annual Meeting of Shareholders of Safety Insurance Group, Inc. (the “Company”) was held on May 22, 2019.  Set forth below, with respect to each matter, as applicable, are the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes.

 

1.

Election of Directors

Frederic H.  Lindeberg and George M. Murphy were elected as Class II directors of the Company to serve a three-year term.  The voting results were as follows:

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Frederic H.  Lindeberg

 

9,969,776

 

3,084,501

 

1,688,787

George M. Murphy 

12,885,393

 

168,884

 

1,688,787

 

In addition, the terms of the following directors continued after the Annual Meeting:  David F. Brussard, Peter J. Manning, David K.  McKown and Thalia M. Meehan. 

 

2.

Ratification of Appointment of Independent Registered Public Accounting Firm

The shareholders of the Company ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

The voting results were as follows:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

14,415,760

 

317,599

 

9,705

 

0

 

 

3.

Advisory Vote on Executive Compensation

The shareholders of the Company approved, on a non-binding advisory basis, the executive compensation as disclosed in the Company’s Proxy Statement dated April 9, 2019.  The voting results were as follows:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

12,887,004

 

148,832

 

18,441

 

1,688,787

 

 

4.

Vote on Shareholder Proposal Requesting that the Company Adopt a Majority Voting Standard in Uncontested Director Elections

The shareholders of the Company approved, on a non-binding advisory basis, the adoption of a majority voting standard in uncontested director elections as disclosed in the Company’s Proxy Statement dated April 9, 2019.  The voting results were as follows:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

11,732,922

 

1,283,682

 

37,673

 

1,688,787

 

The Company’s Board of Directors will take under advisement the approved proposal to adopt a majority voting standard in uncontested director elections.

 

 

 

 

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.

 

 

 

 

 

                 Safety Insurance Group, Inc.

 

                         (Registrant)

Date:    May 22, 2019   

 

 

 

 

 

 

By: 

/s/ WILLIAM J. BEGLEY, JR.

 

 

 

    William J. Begley, Jr.

 

 

    V.P., Chief Financial Officer and Secretary

 

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