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 6, 2019
NATIONAL GENERAL HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| 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:
| ¨ | 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)) |
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).
Emerging Growth Company o | ||
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. o
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, each Representing 1/40th of a Share of 7.50% Non-Cumulative Preferred Stock, Series B | NGHCO | The Nasdaq Stock Market LLC | |
| Depositary Shares, each 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 | |
| Item 2.02 | Results of Operations and Financial Condition |
On May 6, 2019, National General Holdings Corp. (the “Company”) issued a press release announcing its results of operations for the quarter ended March 31, 2019. 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.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 6, 2019, as described below, the Company's shareholders approved the Company's 2019 Omnibus Incentive Plan (the “Plan”). The Plan governs the awards and payment of cash and equity awards to the Company's employees and non-employee directors. The Plan permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units and other awards. The Plan is designed to enhance the Company’s ability to attract, retain and motivate key executives and employees eligible for awards under the Plan, which supports the Company’s objectives of increasing shareholder value and the success of the Company, and aligns the interests of the Company's employees and non-employee directors with those of the Company's shareholders.
A description of the material terms of the Plan was included in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2019. In addition, the foregoing description of the Plan is qualified in its entirety by reference to the full text of such plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The Board of Directors of the Company also approved forms of equity award agreements for use under the Plan. The forms of the non-qualified stock option agreement and restricted share unit agreement are filed as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its 2019 Annual Meeting of Shareholders on May 6, 2019. 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:
| Description of Matters Submitted | For | Withheld | Broker Non-Vote | |||
| 1. Election of Directors: | ||||||
| Donald T. DeCarlo | 97,222,792 | 9,133,521 | 1,704,939 | |||
| Patrick Fallon | 106,003,601 | 352,712 | 1,704,939 | |||
| Barry Karfunkel | 102,188,740 | 4,167,573 | 1,704,939 | |||
| Robert Karfunkel | 103,472,800 | 2,883,513 | 1,704,939 | |||
| John Marshaleck | 100,526,662 | 5,829,651 | 1,704,939 | |||
| John Nichols | 106,003,717 | 352,596 | 1,704,939 | |||
| Barbara Paris | 105,997,904 | 358,409 | 1,704,939 | |||
| Barry Zyskind | 99,964,361 | 6,391,952 | 1,704,939 | |||
| For | Against | Abstain | ||
| 2. Ratification of the appointment of Ernst & Young LLP as the Company's independent auditors for the year ended December 31, 2019 | 108,038,231 | 22,038 | 983 | |
| For | Against | Abstain | Broker Non-Vote | ||
| 3. Approval of the NGHC 2019 Omnibus Incentive Plan | 103,851,301 | 2,503,097 | 1,915 | 1,704,939 | |
| Item 9.01 | Financial Statements And Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
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.
| NATIONAL GENERAL HOLDINGS CORP. | ||||||
| Date: May 6, 2019 | By: | /s/ Jeffrey Weissmann | ||||
| Jeffrey Weissmann | ||||||
| General Counsel and Secretary | ||||||