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 20, 2020
| First Trinity Financial Corporation |
| (Exact Name of registrant as specified in its charter) |
Commission File No. 000-52613
| Oklahoma | 34-1991436 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 7633 East 63rd Place, Suite 230, Tulsa, Oklahoma | 74133-1246 |
| (Address of principal executive offices) | (Zip 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):
☐ 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))
Indicated 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. ☐
Item 5.01 Change in Control of the Company
(a)(1)(2) Gregg E. Zahn (“Mr. Zahn”) the holder of 100,000 shares of First Trinity Financial Corporation’s (the “Company”) Class B common stock may be deemed to have acquired control of the Company at its Annual Meeting of Shareholders held May 20, 2020 (“Annual Meeting”). See Item 5.07 below.
(a)(3) Mr. Zahn, under the Company’s Amended and Restated Certificate of Incorporation, as the holder of 100,000 shares (or 85.8%) of the Company’s Class B Common Stock nominated, pursuant to Schedule 14N filed with the Securities and Exchange Commission (“SEC”) and the Company on March 26, 2020, five of the eight nominees to the Company’s board of directors to be elected at the Annual Meeting. All five nominees are and have been long standing members of the Company’s board. All five nominees were elected and Mr. Zahn was also elected as one of the other three directors by holders of the Company’s Class A common stock. See Item 5.07 below.
(a)(4)(5)(6) Mr. Zahn acquired the Class B common stock in exchange for an equal number of shares of Class A common stock pursuant to an exchange offer made to all of the Company’s shareholders under the definitive proxy statement for the Company’s annual meeting held October 2, 2019. No other consideration was paid by Mr. Zahn for his shares of Class B common stock.
(a)(7) A description of the relative rights of the holder of the Company’s Class A and Class B common stock under the Amended and Restated Certificate of Incorporation is set forth in the Company’s Current Report on Form 8-K filed with the SEC on March 30, 2020. A copy of the Amended and Restated Certificate of Incorporation was filed as Exhibit 3.1 thereto.
(b) As set forth above, Mr. Zahn as the holder of 85.8% of the Company’s Class B common stock has the right to elect a majority of the Company’s directors, therefore, his nominations could effect changes in the Company’s board of directors at future meetings of its shareholders.
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2020 Annual Meeting of the shareholders of First Trinity Financial Corporation (the “Company”) was held on May 20, 2020 at 1:00 P.M. Central Daylight Savings Time at the Embassy Suites Tulsa, Diplomat Room – Interstate 44, 3332 South 79th East Avenue, Tulsa, Oklahoma 74145.
QUORUM
The total number of votes eligible to be cast at said Meeting of Shareholders, determined at the close of business on March 23, 2020, the record date fixed by the Company’s Board of Directors for determination of the number of votes that may be cast at said Meeting and of those persons entitled to notice of and to vote at said Meeting, is 7,971,459 Class A Common Stock and Class B Common Stock (7,854,912 Class A Common Stock and 116,547 Class B Common Stock).
There are present at said Meeting, in person or by proxy, persons entitled to cast 4,167,650 Class A Common Stock and Class B Common Stock votes (4,052,815 Class A Common Stock votes and 114,835 Class B Common Stock votes).
There being present at said Meeting, either in person or by proxy, persons entitled to cast more than 50% of the total number of votes eligible to be cast thereat, a quorum is present for the transaction of business.
PROPOSALS
The proposals voted on and approved or disapproved by the shareholders of the Company at the Annual Meeting were as follows:
Proposal Number 1 – Class A Common Stock
To elect three (3) directors to hold office for a term of one year or until their successors are duly elected and qualified.
The following three (3) individuals were elected. The votes were cast as follows:
| | | Total | | Withhold | | For All | | Net |
Director | | Votes | | All | | Except | | Total |
Gregg E. Zahn | | 4,052,815 | | 100,777 | | 9,574 | | 3,942,464 |
Charles W. Owens | | 4,052,815 | | 100,777 | | 4,789 | | 3,947,249 |
George E. Peintner | | 4,052,815 | | 100,777 | | 4,789 | | 3,947,249 |
Proposal Number 1 – Class B Common Stock
To elect five (5) directors to hold office for a term of one year or until their successors are duly elected and qualified.
The following five (5) individuals were elected. The votes were cast as follows:
| | | Total | | Withhold | | For All | | Net |
Director | | Votes | | All | | Except | | Total |
William S. Lay | | 114,835 | | 12,123 | | 0 | | 102,712 |
Bill H. Hill | | 114,835 | | 12,123 | | 0 | | 102,712 |
Will W. Klein | | 114,835 | | 12,123 | | 0 | | 102,712 |
Gary L. Sherrer | | 114,835 | | 12,123 | | 0 | | 102,712 |
Gerald J. Kohout | | 114,835 | | 12,123 | | 0 | | 102,712 |
Proposal Number 2 – Class A and Class B Common Stock
To ratify the selection of Kerber, Eck & Braeckel LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2020.
The Company’s shareholders ratified the appointment of Kerber, Eck & Braeckel LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The votes were cast as follows:
Independent Registered | | | | Votes | | Votes | | Net |
Public Accounting Firm | | Total | | Against | | Abstained | | Votes For |
Kerber, Eck & Braeckel LLP | | 4,167,650 | | 72,782 | | 81,697 | | 4,013,171 |
Proposal Number 3 – Class A and Class B Common Stock
To approve a non-binding advisory resolution regarding the compensation of the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the related disclosures contained in the Proxy Statement dated March 30, 2020.
The Company’s shareholders approved a non-binding advisory resolution regarding the compensation of the Company's Named Executive Officers (“Say-On-Pay”), as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the related disclosures contained in the Proxy Statement dated March 30, 2020. The votes were cast as follows:
| | | | | Votes | | Votes | | Net |
| | | Total | | Against | | Abstained | | Votes For |
Proposal 3: Say-On-Pay | | 4,167,650 | | 397,664 | | 202,787 | | 3,567,199 |
Proposal Number 4 – Class A and Class B Common Stock
To approve a non-binding advisory resolution regarding the frequency of the advisory vote on compensation of Named Executive Officers (“Say-When-On-Pay”).
The Company’s shareholders approved a non-binding advisory resolution regarding the frequency of the advisory vote on compensation of Named Executive Officers to be every three years. The votes were cast as follows:
| | | | | Votes | | Votes | | Votes | | Votes |
| | | Total | | 1 Year | | 2 Years | | 3 Years | | Abstained |
Proposal 4: Say-When-On-Pay | | 4,167,650 | | 1,423,602 | | 152,621 | | 2,214,674 | | 376,753 |
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 hereunto duly authorized.
| First Trinity Financial Corporation | |
| | | |
| | | |
Date: May 22, 2020 | By: | /s/ Gregg E. Zahn | |
| | Gregg E. Zahn | |
| | President and Chief Executive Officer | |
