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): April 29, 2020
NATIONAL GENERAL HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-36311 | | 27-1046208 |
(State or other jurisdiction
of incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
59 Maiden Lane, 38th Floor
New York, New York 10038
(Address of principal executive offices) (zip code)
(212) 380-9500
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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(s) | | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share | | NGHC | | The Nasdaq Stock Market LLC |
| 7.50% Non-Cumulative Preferred Stock, Series A | | NGHCP | | The Nasdaq Stock Market LLC |
| Depositary Shares, Representing 1/40th of a Share of 7.50% Non-Cumulative Preferred Stock, Series B | | NGHCO | | The Nasdaq Stock Market LLC |
| Depositary Shares, Representing 1/40th of a Share of 7.50% Non-Cumulative Preferred Stock, Series C | | NGHCN | | The Nasdaq Stock Market LLC |
| 7.625% Subordinated Notes due 2055 | | NGHCZ | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act (§240.12b-2 of this chapter).
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. ☐
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| Item 2.02 | Results of Operations and Financial Condition. |
On April 29, 2020, National General Holdings Corp. (the “Company”) issued a press release announcing its results of operations for the quarter ended March 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release is furnished and not filed pursuant to Instruction B.2 of Form 8-K.
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2020 Annual Meeting of Shareholders on April 29, 2020. The certified results of the matters voted upon at the meeting, which are more fully described in the Company's proxy statement, are as follows:
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| Description of Matters Submitted | | For | | Withheld | | Broker Non-Vote |
| 1. Election of Directors: | | | | | | |
| Donald T. DeCarlo | | 94,784,446 | | 13,375,305 | | 1,933,998 |
| Patrick Fallon | | 107,763,366 | | 396,385 | | 1,933,998 |
| Barry Karfunkel | | 103,390,796 | | 4,768,955 | | 1,933,998 |
| Robert Karfunkel | | 105,200,088 | | 2,959,663 | | 1,933,998 |
| John Marshaleck | | 98,211,946 | | 9,947,805 | | 1,933,998 |
| John Nichols | | 107,763,624 | | 396,127 | | 1,933,998 |
| Barbara Paris | | 107,767,706 | | 392,045 | | 1,933,998 |
| Barry Zyskind | | 103,280,402 | | 4,879,349 | | 1,933,998 |
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| | For | | Against | | Abstain |
| 2. Ratification of the appointment of Ernst & Young LLP as the Company's independent auditors for the year ended December 31, 2020 | | 110,074,376 | | 7,066 | | 12,307 |
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| | For | | Against | | Abstain | | Broker Non-Vote |
| 3. Advisory, non-binding resolution to approve the compensation of the Company's named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative disclosure, set forth in the Company’s 2020 annual meeting proxy statement | | 107,136,337 | | 1,016,619 | | 6,795 | | 1,933,998 |
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| | 3 Years | | 2 Years | | 1 Year | | Abstain |
| 4. Advisory, non-binding vote on the frequency with which shareholders of the Company will be entitled to have an advisory, non-binding vote on named executive officer compensation | | 71,128,479 | | 25,471 | | 36,998,856 | | 6,945 |
In accordance with the Board of Directors’ recommendation, the largest number of shareholders voted, on an advisory, non-binding basis, to hold an advisory, non-binding vote to approve the compensation of the Company’s named executive officers every three years. In line with this recommendation from the Company’s shareholders, the Board of Directors has determined that the Company will include an advisory, non-binding shareholder vote to approve the compensation of the Company’s named executive officers in the Company’s proxy materials every three years until the next required advisory vote on the frequency of shareholder votes on named executive officer compensation, which will occur no later than the Company’s Annual Meeting of Shareholders in 2026.
On April 29, 2020, the Company announced that the Board of Directors of the Company authorized and approved a share repurchase program for up to $50 million aggregate purchase price of the currently outstanding shares of the Company’s common stock over the next 12 months. Under the share repurchase program, the Company may from time to time repurchase shares through open market or block purchases, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). The Company’s share repurchase program may be modified, suspended or terminated at any time.
The Company cannot predict the timing or number of shares it may repurchase as the share repurchase program will depend on various factors, including price and general business and market conditions. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
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| Item 9.01 | Financial Statements And Exhibits. |
(d) Exhibits.
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| Exhibit Number | | Description |
| | |
| 104 | | | The Cover Page from the Company’s Current Report on Form 8-K dated April 29, 2020, formatted in Inline XBRL. |
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.
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| | | NATIONAL GENERAL HOLDINGS CORP. | | |
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| Date: April 29, 2020 | | | By: | | /s/ Jeffrey Weissmann |
| | | | | Jeffrey Weissmann |
| | | | | General Counsel and Secretary |
