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): May 5, 2011
Tower Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation) | | 000-50990
(Commission File Number) | | 13-3894120
(I.R.S. Employer
Identification No.) |
120 Broadway, 31st Floor
New York, NY 10271
(Address of principal executive offices)
(212) 655-2000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.07 | | Submission of Matters to a Vote of Security Holders. |
Tower Group, Inc. (the “Company”) held its annual meeting of stockholders on May 5, 2011. At that meeting, the Company’s stockholders elected each of the Company’s nominees for director to hold office until the 2014 annual meeting of stockholders and until his successor is duly elected and qualified. The Company’s stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011. In two non-binding advisory votes, the Company’s stockholders voted to approve the compensation of the Company’s named executive officers, and cast a majority of votes in favor of holding an annual advisory vote on the compensation of the Company’s named executive officers. The final voting results for each matter submitted to a vote of stockholders at the meeting are as follows:
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| Item 1 | | — Election of Directors |
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| Name | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
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| Michael H. Lee | | | 35,044,059 | | | | 1,208,748 | | | | 3,066,500 | |
| William W. Fox, Jr. | | | 34,133,515 | | | | 2,119,292 | | | | 3,066,500 | |
| William A. Robbie | | | 35,629,740 | | | | 623,067 | | | | 3,066,500 | |
| Steven W. Schuster | | | 31,432,415 | | | | 4,820,392 | | | | 3,066,500 | |
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| Item 2 | | — Ratification of Independent Registered Public Accounting Firm |
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| Votes For | | Votes Against | | Votes Abstained |
| 39,240,091 | | 24,755 | | 54,461 |
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| Item 3 | | — Advisory Vote on the Company’s Executive Compensation |
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 34,498,212 | | 1,219,094 | | 535,501 | | 3,066,500 |
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| Item 4 | | — Advisory Vote on the Frequency of Future Advisory Votes on the Company’s Executive Compensation |
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| One Year | | Two Years | | Three Years | | Votes Abstained |
| 18,999,410 | | 78,890 | | 16,641,128 | | 533,379 |
On May 6, 2011, following the Company’s annual meeting of stockholders, in light of the outcome of the stockholder vote, the Company’s Board of Directors determined that a non-binding advisory vote on executive compensation would be held annually until the next required advisory vote on the frequency of future voting on the Company’s executive compensation.
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.
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| | Tower Group, Inc.
Registrant
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| Date: May 6, 2011 | /s/ Elliot S. Orol | |
| | ELLIOT S. OROL | |
| | Senior Vice President,
General Counsel and Secretary | |
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