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) June 4, 2010
| FPIC Insurance Group, Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
| |
| Florida |
| (State or Other Jurisdiction of Incorporation) |
| 1-11983 | | 59-3359111 |
| (Commission file number) | | (IRS Employer Identification No.) |
1000 Riverside Avenue, Suite 800 Jacksonville, Florida 32204 |
| (Address of Principal Executive Offices) |
| (904) 354-2482 |
| (Registrant’s Telephone Number, Including Area Code) |
| www.fpic.com |
| | Not Applicable | |
| | (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:
| r | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| r | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| r | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| r | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
The registrant held its Annual Meeting of Shareholders on June 4, 2010. Represented at the meeting, in person or by proxy, were shares representing 8,034,736 votes, approximately 80.72 percent of the votes represented by issued and outstanding shares entitled to vote.
Shareholders voted on the matters set forth below:
The following nominees for directors were elected to hold office until the 2013 annual meeting of shareholders and until their successors are duly elected and qualified. The number of votes for, against, and abstained and all shares as to which brokers indicated that they did not have the authority to vote ("Broker Non-Votes”) with respect to each director were as follows:
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
John K. Anderson, Jr. | | 6,997,244 | | 74,447 | | 963,045 |
| M. C. Harden, III | | 6,080,630 | | 991,061 | | 963,045 |
| John G. Rich | | 7,000,109 | | 71,582 | | 963,045 |
| Joan D. Ruffier | | 6,998,394 | | 73,297 | | 963,045 |
The director elections were uncontested. Accordingly, under the registrant’s by-laws, each nominee was elected by virtue of having received a plurality of the votes cast at the meeting.
2. | Ratification of the Appointment of Independent Registered Certified Public Accounting Firm |
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the registrant’s independent registered certified public accounting firm for 2010, approval of which required the affirmative vote of a majority of those shares present in person or represented by proxy, was approved based on the following votes:
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 7,961,769 | | 72,667 | | 300 | | 0 |
| | | | | | | |
3. | Approval of Amendment to the Omnibus Incentive Plan |
The proposal to approve an amendment to the Omnibus Incentive Plan, approval of which required the affirmative vote of a majority of those shares present in person or represented by proxy was approved based on the following votes:
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 6,460,954 | | 603,176 | | 7,561 | | 963,045 |
| | | | | | | |
Signature
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 thereunto duly authorized.
| | FPIC Insurance Group, Inc. |
| | | |
| | |
| | T. Malcolm Graham General Counsel and Secretary |
