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SCHEDULE 14A
(Rule 14a-10)
INFORMATION REQUIRED IN THE PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities and Exchange Act of 1934
(Amendment No. __)
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) | |
þ | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material Under Rule 14a-12 |
Affirmative Insurance Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
þ | No fee required. | |||||
o | Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11. | |||||
(1 | ) | Title of each class of securities to which transaction applies: | ||||
(2 | ) | Aggregate number of securities to which transaction applies: | ||||
(3 | ) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined) | ||||
(4 | ) | Proposed maximum aggregate value of transaction: | ||||
(5 | ) | Total fee paid: | ||||
o | Fee paid previously with preliminary materials. | |||||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of this filing. | |||||
(1 | ) | Amount Previously Paid: | ||||
(2 | ) | Form, Schedule or Registration Statement No.: | ||||
(3 | ) | Filing Party: | ||||
(4 | ) | Date Filed: |
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1. the election of directors; | |
2. the ratification of the appointment of independent auditors for the fiscal year ended December 31, 2005; and | |
3. such other business as may properly come before the annual meeting or any adjournments or postponements thereof. |
Sincerely yours, | |
David B. Snyder,Secretary |
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1. | What is a proxy and how does the proxy process operate? |
2. | What is a proxy statement? |
3. | What is the purpose of holding this meeting? |
4. | What is the difference between a stockholder of record and a stockholder who holds stock in street name? |
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5. | What is the record date and what does it mean? |
(a) receive notice of the meeting, and | |
(b) vote at the meeting and any adjournments or postponements of the meeting. |
6. | What different methods can I use to vote? |
7. | What is the effect of not voting? |
8. | If I do not vote, will my broker vote for me and how will abstentions and broker non-votes be counted? |
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9. | How can I revoke or change my proxy? |
10. | Who counts the votes? |
11. | Will you use a soliciting firm to receive votes? |
12. | What are your voting choices when voting for director nominees, and what vote is needed to elect directors? |
13. | How can I obtain copies of the Company’s annual report and other available information about the Company? |
14. | What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders? |
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Nominee | Business Experience | |
Lucius E. Burch, III Age 63 | Mr. Burch became a director beginning immediately prior to the Company’s initial public offering. Mr. Burch serves on the Company’s Compensation Committee, Nominating and Corporate Governance Committee and Executive Committee. Mr. Burch is Chairman of Burch Investment Group, formerly Massey Burch Investment Group, which he joined in 1968. Mr. Burch also serves on the Board of Directors of Corrections Corporation of America. |
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Nominee | Business Experience | |
Thomas C. Davis Age 56 | Mr. Davis became a director beginning immediately prior to the Company’s initial public offering. Mr. Davis serves on the Company’s Compensation Committee, Nominating and Corporate Governance Committee and Executive Committee. Mr. Davis has served as Chief Executive Officer of The Concorde Group, a private investment firm, since March 2001. Mr. Davis was previously the Managing Partner and head of the investment banking and corporate finance activities of Credit Suisse First Boston, formerly Donaldson, Lufkin & Jenrette, in the southwest United States from March 1984 to February 2001. Mr. Davis also serves on the boards of directors of Dean Foods Company and Westwood Holdings Group, Inc. | |
Thomas E. Mangold Age 50 | Mr. Mangold has been our Chief Executive Officer, President and Chairman of the Board of Directors since December 2000. Mr. Mangold serves on the Company’s Executive Committee. Mr. Mangold has 24 years of experience in the insurance industry. Prior to joining the Company, Mr. Mangold served as Chief Executive Officer of Bristol West Insurance Group, Inc., a provider of non-standard automobile insurance and related services, from 1999 to 2000. From 1992 to 1997, Mr. Mangold served as Executive Vice President, Chief Operating Officer and director of Titan Holdings, Inc. and was responsible for overseeing all of the auto, public entity, premium finance and corporate operations of Titan Holdings. Mr. Mangold was also instrumental in the initial public offering of Titan Holdings in 1993, a secondary stock offering in 1995 and the sale of Titan Holdings to USF&G in 1997. Mr. Mangold continued to serve as President of Titan Auto, the primary operating subsidiary of Titan Holdings, until 1998 when Titan Auto was purchased by St. Paul. From 1977 to 1992, Mr. Mangold served in numerous management and executive positions at insurance and reinsurance companies, including the Insurance Company of North America, Guy Carpenter & Company, Inc., Delaney Intermediaries, Inc., First Security Insurance Group and Titan Insurance Company, formerly Imperial Midwest Insurance Company. |
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Nominee | Business Experience | |
Mark E. Pape Age 54 | Mr. Pape became a director beginning immediately prior to the Company’s initial public offering. Mr. Pape serves on the Company’s Audit Committee. Mr. Pape has served as President and Chief Executive Officer of R. E. Technologies, Inc., a database marketing company for the apartment management industry, since April 2002. Mr. Pape served as Senior Vice President and Chief Financial Officer of LoanCity.com from January 1999 to June 2001. | |
Suzanne T. Porter Age 45 | Ms. Porter became a director beginning immediately prior to the Company’s initial public offering. Ms. Porter is Chairman of the Company’s Nominating and Corporate Governance Committee and serves on the Company’s Audit Committee. Ms. Porter has served as a Principal in Health Care Strategies, a healthcare consulting company, since January 2004. Ms. Porter served as a Senior Vice President of Operations Strategy at Tenet Healthcare Corporation from 1999 to May 2003 and as Tenet’s Vice President, Strategy and Business Development, Eastern Division from 1997 to 1999. | |
Mark E. Watson Age 69 | Mr. Watson became a director beginning immediately prior to the Company’s initial public offering. Mr. Watson is Chairman of the Company’s Compensation Committee. Mr. Watson was the founder and served as the Chairman and Chief Executive Officer of Titan Holdings, Inc., which was acquired by USF&G Insurance Company, from 1983 to 1998. Since 1998, Mr. Watson has operated the Diamond K Ranch, a hunting ranch which he has owned since 1989. Mr. Watson also serves as a director of Ilex Oncology, Inc. | |
Paul J. Zucconi Age 64 | Mr. Zucconi became a director beginning immediately prior to the Company’s initial public offering. Mr. Zucconi is Chairman of the Company’s Audit Committee. Mr. Zucconi was an Audit Partner at KPMG LLP from July 1976 to January 2001. Since that time, Mr. Zucconi has been retired. Mr. Zucconi is a director and serves on the audit committees of Torchmark Corporation and Titanium Metals Corporation. He is also a director of The National Kidney Foundation of North Texas, a non-profit organization. |
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• | Corporate Governance Guidelines | |
• | Audit Committee Charter | |
• | Compensation Committee Charter | |
• | Nominating and Corporate Governance Committee Charter |
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General |
• | has sole responsibility to retain and terminate our independent auditor, subject to stockholder ratification; | |
• | pre-approves all audit and non-audit services performed by our independent auditor and the fees and terms of each engagement; | |
• | appoints and oversees our internal auditor, and review the scope and results of each annual internal audit; and | |
• | reviews our audited financial statements and related public disclosures, earnings press releases and other financial information and earnings guidance provided to analysts or rating agencies. |
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Approval of Audit and Non-Audit Services |
Report of the Audit Committee |
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General |
• | evaluate the performance and approve the compensation of our executive officers and such other key executives or other officers as identified by the committee; | |
• | prepare an annual report on executive compensation for inclusion in our proxy statement; and | |
• | oversee our compensation and benefit plans, including the review, approval and administration of incentive compensation plans and equity-based plans. |
Compensation Committee Interlocks and Insider Participation |
Compensation Committee Report on Executive Compensation |
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• | identify, consider and recommend to the Board qualified director nominees for election at our annual meeting; | |
• | review and make recommendations on matters involving general operation of the Board and its committees, and recommend to the Board nominees for each committee of the Board; |
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• | review and recommend to the Board the adoption and appropriate revision of our corporate governance practices; and | |
• | make an annual report to the Board on the Chief Executive Officer succession plan. |
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Fees | 2004 | 2003 | ||||||
Audit Fees | $ | 405,000 | $ | 875,884 | (1) | |||
Audit Related Fees | — | — | ||||||
Tax Fees | — | 25,493 | (2) | |||||
All Other Fees | 11,000 | (3) | — | |||||
Total | $ | 416,000 | $ | 901,377 | ||||
(1) | Audit Fees includes $505,576 of fees related to SEC filings during the Company’s initial public offering including comfort letters, consents and comment letters. |
(2) | Tax Fees includes fees for tax planning and advice. |
(3) | Fees related to the purchase of TeamMate software. |
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Amount of | ||||||||||
Address of | Beneficial | Percentage of | ||||||||
Name of Beneficial Holder | Beneficial Holder | Ownership | Class Owned | |||||||
Vesta Insurance Group, Inc. | 3760 River Run Drive Birmingham, Alabama | 7,218,228 | (1) | 42.8% | ||||||
Luxor Capital Group, LP | 599 Lexington Avenue 35th Floor | 1,493,500 | (2) | 8.9% | ||||||
New York City, New York | ||||||||||
RS Investment Management Co. LLC | 388 Market Street, 17th Floor | 1,366,450 | (4) | 8.1% | ||||||
San Francisco, California | ||||||||||
DSC Advisors, L.P. | 900 N. Michigan Avenue | 1,018,000 | (3) | 6.0% | ||||||
Suite 1900 Chicago, Illinois | ||||||||||
JMP Asset Management LLC | One Embarcadero Center | 892,424 | (5) | 5.3% | ||||||
Suite 2100 San Francisco, California | ||||||||||
Becker Capital Management, Inc. | 1211 Southwest Fifth Avenue Portland, Oregon | 887,165 | (6) | 5.3% |
(1) | According to the information contained on Schedule 13G filed with the SEC on February 14, 2005 and information provided by Vesta Insurance Group, Inc. as of March 4, 2005. According to Vesta Insurance Group, Inc., Vesta Insurance Group, Inc. and its wholly owned subsidiary Vesta Fire Insurance Corporation have shared voting power and dispositive power over all shares. As previously disclosed, some of these shares have been pledged to Vesta’s credit facility lender. Under the terms of the pledge, Vesta’s lender has the right to sell the pledged shares in the event that Vesta defaults under its credit facility agreement. |
(2) | According to information provided by Luxor Capital Group, LP as of March 4, 2005. According to information contained on Schedule 13G filed with the SEC on February 11, 2005, Luxor Capital Group, LP had shared voting power and shared dispositive power over all of the shares it beneficially owned (at that time, 1,087,000 shares). |
(3) | According to the information contained on Schedule 13G/ A filed with the SEC on February 14, 2005, DSC Advisors, L.P. has shared voting power and dispositive power as to all of these shares. |
(4) | According to the information contained on Schedule 13G filed with the SEC on February 14, 2005, RS Investment Management Co. LLC has shared voting power and dispositive power as to all of these shares. |
(5) | According to Form 13F filed with the SEC on February 14, 2005. |
(6) | According to information contained on Schedule 13G filed with the SEC on February 11, 2005 and on information provided by Becker Capital Management, Inc. as of March 4, 2005. |
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Amount of Beneficial | Percentage of | |||||||
Name of Beneficial Holder | Ownership(1) | Class Owned | ||||||
Thomas E. Mangold | 591,818 | (2) | 3.4 | % | ||||
M. Sean McPadden | 46,474 | (3) | * | |||||
Katherine C. Nolan | 25,861 | (4) | * | |||||
Timothy A. Bienek | 10,200 | * | ||||||
David L. Scruggs | 3,500 | * | ||||||
George M. Daly | 1,525 | * | ||||||
Scott K. Billings | 1,750 | * | ||||||
Wilson A. Wheeler | 125 | * | ||||||
David B. Snyder | 125 | * | ||||||
Lucius E. Burch, III | 11,000 | * | ||||||
Thomas C. Davis | 19,005 | * | ||||||
Mark E. Pape | 2,500 | * | ||||||
Suzanne T. Porter | 19,505 | * | ||||||
Mark E. Watson, Jr. | 19,005 | * | ||||||
Paul J. Zucconi | 3,018 | * | ||||||
All Executive Officers and Directors as a group (15 persons) | 755,411 | (5) | 4.3 | % |
* | Less than 1% |
(1) | We have based our calculation of the percentage of beneficial ownership on 16,852,753 shares of common stock outstanding on March 4, 2005. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that person that were currently exercisable at or were exercisable within 60 days of March 4, 2005. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise noted, the business address for each beneficial owner listed below is 4450 Sojourn Drive, Suite 500, Addison, Texas 75001. |
(2) | Includes options to purchase 540,855 shares that were currently exercisable or exercisable at or within 60 days. |
(3) | Includes options to purchase 38,974 shares that were currently exercisable or exercisable at or within 60 days. |
(4) | Includes options to purchase 20,790 shares that were currently exercisable or exercisable at or within 60 days. |
(5) | Includes options to purchase 600,619 shares that were currently exercisable or exercisable at or within 60 days. |
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Name | Age | Position | ||||
Thomas E. Mangold | 50 | Chief Executive Officer, President and Chairman of the Board of Directors | ||||
M. Sean McPadden | 39 | Executive Vice President | ||||
Katherine C. Nolan | 44 | Executive Vice President | ||||
Timothy A. Bienek | 46 | Executive Vice President and Chief Financial Officer | ||||
George M. Daly | 43 | Senior Vice President — Retail Division | ||||
Scott K. Billings | 42 | Senior Vice President, Chief Accounting Officer and Treasurer | ||||
Wilson A. Wheeler | 51 | Senior Vice President and Chief Claims Officer | ||||
David L. Scruggs | 37 | Senior Vice President — Underwriting Operations | ||||
David B. Snyder | 44 | Vice President, General Counsel and Secretary |
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Long Term | |||||||||||||||||||||||||
Annual Compensation | Compensation | ||||||||||||||||||||||||
Other Annual | Securities | All Other | |||||||||||||||||||||||
Compensation | Underlying | Compensation | |||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus (1) | (2) | Options (#) | (3) | |||||||||||||||||||
Thomas E. Mangold | 2004 | $ | 379,327 | $ | 365,000 | $ | 75,424 | (4) | $ | 8,200 | |||||||||||||||
Chief Executive Officer, | 2003 | 317,351 | $ | 325,000 | 64,519 | (5) | 6,694 | ||||||||||||||||||
President and Chairman of the Board of Directors | |||||||||||||||||||||||||
M. Sean McPadden | 2004 | 261,635 | 160,000 | * | 84,600 | 8,200 | |||||||||||||||||||
Executive Vice President | 2003 | 244,615 | 154,500 | — | 5,169 | ||||||||||||||||||||
Katherine C. Nolan | 2004 | 203,368 | 125,000 | * | 84,600 | 8,200 | |||||||||||||||||||
Executive Vice President | 2003 | 194,922 | 120,000 | — | 7,797 | ||||||||||||||||||||
Timothy A. Bienek | 2004 | 230,385 | 210,000 | * | 96,450 | — | |||||||||||||||||||
Executive Vice President | 2003 | (6) | 16,538 | 75,000 | — | — | |||||||||||||||||||
and Chief Financial Officer | |||||||||||||||||||||||||
Scott K. Billings | 2004 | (7) | 150,538 | 108,712 | — | 13,000 | — | ||||||||||||||||||
Senior Vice President, Chief Accounting Officer and Treasurer |
(1) | The amounts reflected in the bonus column for 2003 are for bonuses earned in 2003 and paid in 2004. The amounts reflected in the bonus column for 2004 are for bonuses earned in 2004 and paid in 2005. |
(2) | An asterisk (*) indicates that the total amount of perquisites or personal benefits paid to an executive officer during the applicable year was less than $50,000 or 10% of an executive’s salary and bonus, the minimum, under SEC rules, an executive must have received before any amount is required to be shown in this column. |
(3) | Amounts represent employer-matching contributions under our 401(k) plan. |
(4) | Consists of payments made to reimburse Mr. Mangold for housing and related travel expenses ($24,727), an auto allowance ($5,500) and cheap stock ($45,197). |
(5) | Consists of payments made to reimburse Mr. Mangold for housing and related travel expenses. |
(6) | Mr. Bienek joined the Company in November 2003. |
(7) | Mr. Billings joined the Company in February 2004. $105,000 of Mr. Billings’ bonus was paid in 2005. |
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% of Total | Potential Realized Value at | |||||||||||||||||||||||
Number of | Options | Assumed Annual Rates of | ||||||||||||||||||||||
Securities | Granted to | Exercise | Price Appreciation for | |||||||||||||||||||||
Underlying | Employees | Price | Option Term* | |||||||||||||||||||||
Options | in Fiscal | ($/Per | Expiration | |||||||||||||||||||||
Name | Granted | 2004(1) | Share) | Date | 5% | 10% | ||||||||||||||||||
M. Sean McPadden | 84,600 | 15.4 | % | $ | 14 | 7/14/14 | $ | 744,863 | $ | 1,887,629 | ||||||||||||||
Katherine C. Nolan | 84,600 | 15.4 | % | $ | 14 | 7/14/14 | 744,863 | 1,887,629 | ||||||||||||||||
Timothy A. Bienek | 96,450 | 17.6 | % | $ | 14 | 7/14/14 | 849,196 | 2,152,030 | ||||||||||||||||
Scott K. Billings | 13,000 | 2.4 | % | $ | 14 | 7/14/14 | 114,459 | 290,061 |
* | The assumed 5% and 10% rates of stock appreciation are rates required by the SEC for illustrative purposes and are not intended to predict actual stock appreciation. The assumed annual rate of appreciation of 5% and 10% would result with the price of the Company’s common stock appreciating to a price of $22.80 and $36.31, respectively. |
(1) | There were 548,950 total options granted in 2004. |
Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Shares | Underlying Unexercised | In-the-Money Options* | ||||||||||||||||||||||
Acquired | Value | |||||||||||||||||||||||
Name | on Exercise | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Thomas E. Mangold | — | — | 540,855 | 82,755 | $ | 4,765,190 | $ | 765,484 | ||||||||||||||||
M. Sean McPadden | — | — | 38,974 | 104,087 | 360,510 | 420,519 | ||||||||||||||||||
Katherine C. Nolan | — | — | 20,790 | 94,995 | 192,308 | 336,418 | ||||||||||||||||||
Timothy A. Bienek | — | — | — | 96,450 | — | 273,918 | ||||||||||||||||||
Scott K. Billings | — | — | — | 13,000 | — | 36,920 |
* | The value of “in-the-money” options represents the positive spread between the respective exercise prices of outstanding options and the closing price of the shares of common stock of $16.84 per share on December 31, 2004. The actual value of in-the-money options will depend upon the trading price of our common stock on the date of sale of the underlying common stock and may be higher or lower than the amount set forth in the table above. |
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Number of | Number of Securities | ||||||||||||
Securities to | Weighted-Average | Remaining Available | |||||||||||
be Issued upon | Exercise Price of | for Future Issuance | |||||||||||
Exercise of | Outstanding | Under Equity | |||||||||||
Plan Category | Options | Options | Compensation Plans | ||||||||||
Equity Compensation Plans approved by security holders: | |||||||||||||
1998 Omnibus Incentive Plan | 722,202 | $ | 7.92 | — | |||||||||
2004 Stock Incentive Plan | 535,950 | $ | 14.06 | 964,050 | |||||||||
Equity Compensation Plans not approved by security holders: | |||||||||||||
None | |||||||||||||
Total: | 1,258,152 | $ | 10.54 | 964,050 |
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* | Assumes reinvestment of dividends. |
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Affirmative Insurance Holdings, Inc. | |
4450 Sojourn Drive, Suite 500 | |
Addison, Texas 75001 | |
Attention: David B. Snyder, Secretary |
By order of the Board of Directors | |
Thomas E. Mangold | |
Chief Executive Officer and | |
Chairman of the Board of Directors |
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a) all critical accounting policies and estimates inherent in the financial statements, including the appropriateness and clarity of the disclosure concerning such critical accounting policies and estimates; | |
b) all material alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the independent auditor; | |
c) other material written communications between the independent auditor and the Committee or management, such as the independent auditor’s Report to Management and management’s responses thereto or schedules of unadjusted differences and their significance to the Company’s financial statements as a whole; and | |
d) any other matters related to the conduct of an audit required to be communicated to those responsible for the oversight of the financial reporting process (e.g., communications required by SAS No. 61 and No. 90). |
a) Review the proposed scope of the internal audit for each year under the period deemed appropriate; | |
b) The internal auditor shall inform the Committee of any significant changes in the original internal audit plan, review the results of internal audits, any problems or difficulties that internal audit encountered in the course of their audit work, and management’s response, and discuss any questions, comments or suggestions that internal audit may have relating to the internal controls, and accounting practices and procedures; | |
c) At least quarterly, review with internal audit, without the presence of management, the cooperation of management during the performance of the internal audits; and | |
d) Review and concur in the appointment replacement, reassignment or dismissal of the director of internal audit. |
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a) Disclosures required in the proxy statement by Schedule 14A, Item 7 (or any successor regulation), including (i) identification of the audit committee members, (ii) statement that such members are “independent” as defined by applicable Nasdaq National Market listing standards or additional information concerning any member who is not, and (iii) statement of adoption of this Charter and provision of a copy of the Committee’s Charter at least once every three years and for the year in which the Charter is revised. | |
b) Disclosures required in the annual report proxy statement by Schedule 14A, Item 9 (or any successor regulation), including (i) fees paid to the independent auditor segregated by category (e.g., Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees, or such other categories as may be required by applicable regulation) and the nature of the services included within such categories and (ii) a description of the Committee’s pre-approval policies and procedures to pre-approve services by category, including the percentage of the total fees paid to the independent accountant for unapproved services where a de minimis exception was used. | |
c) Disclosures required by Regulation S-K, Item 401(h) — Audit Committee Financial Expert. |
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a) the quality or integrity of the Company’s financial statements; | |
b) the Company’s compliance with legal or regulatory requirements; | |
c) the performance and independence of the Company’s independent auditors; or | |
d) the performance of the Company’s internal audit function. |
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You are cordially invited to attend the
Annual Meeting of Stockholders of
AFFIRMATIVE INSURANCE HOLDINGS, INC.
To be held
Friday, May 20, 2005
9:00 a.m. Central Standard Time,
InterContinental Dallas
15201 Dallas Parkway
Addison, Texas 75001
DETACH IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
PROXY
AFFIRMATIVE INSURANCE HOLDINGS, INC.
Proxy Solicited on Behalf of the Board of Directors
for the 2005 Annual Meeting of Stockholders
The undersigned hereby appoints Thomas E. Mangold, Timothy A. Bienek and David B. Snyder as proxies, each with power to act alone and with full power of substitution, to vote all of the shares that the undersigned is entitled to vote at the Annual Meeting of Stockholders of Affirmative Insurance Holdings, Inc. to be held on May 20, 2005, at 9:00 a.m. Central Standard Time and any postponements or adjournments thereof, with all the powers that the undersigned would possess if personally present.
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE ITEMS BELOW, THIS PROXY WILL BE VOTEDFOR EACH OF THE NOMINEES NAMED IN ITEM 1 ANDFOR ITEM 2.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
SEE REVERSE SIDE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SEE REVERSE SIDE |
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AFFIRMATIVE INSURANCE HOLDINGS, INC.
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
DETACH IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL |
þ | Please mark votes as in this example. | |||||||||
The Board of Directors unanimously recommends a voteFOR each of the nominees listed below andFOR Item 2.
1. | Election of Directors (Check only one box) |
Nominees: | (01) Lucius E. Burch, III, (02) Thomas C. Davis, (03) Thomas E. Mangold, (04) Mark E. Pape, (05) Suzanne T. Porter, (06) Mark E. Watson, (07) Paul J. Zucconi |
FOR ALL NOMINEES | o | o | WITHHELD FROM ALL NOMINEES |
o | ||
For all nominees except as written above |
FOR | AGAINST | ABSTAIN | ||||||
2. | To ratify the appointment of PricewaterhouseCoopers as our independent registered public accounting firm. | o | o | o | ||||
In their discretion, the Proxies are authorized to consider and act upon any other matter which may properly come before the meeting or any adjournment thereof. | ||||||||
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT | o | |||||||
The undersigned acknowledges receipt of the 2005 Notice of Annual Meeting and accompanying Proxy Statement and revokes all prior proxies for said meeting. | ||||||||
NOTE: Please sign exactly as name appears above. Joint owners each should sign. Fiduciaries should add their full title to their signature. Corporations should sign in full corporate name by an authorized officer. Partnerships should sign in partnership name by an authorized person. |
Signature: | Date: | , 2005 | Signature: | Date: | , 2005 | ||||||||||