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 8, 2020
ALLEGHANY CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 1-9371 | | 51-0283071 |
(State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
of incorporation) | | | | Identification No.) |
| | | | |
1411 Broadway, 34th Floor, New York, New York | | 10018 | | |
(Address of principal executive offices) | | (Zip Code) | | |
Registrant’s telephone number, including area code: (212) 752-1356
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)) |
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, $1.00 par value | | Y | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2020 Annual Meeting of Stockholders of Alleghany Corporation (“Alleghany”) held on May 8, 2020: (i) three directors were elected to serve for three-year terms on the Board of Directors of Alleghany, (ii) an advisory vote on Alleghany named executive officer compensation was approved, and (iii) the selection of Ernst & Young LLP as Alleghany’s independent registered public accounting firm for the 2020 fiscal year was ratified. Set forth below are the voting results for these proposals:
| | | | | | | | | | | | | | | | |
| | For | | | Against | | | Abstain | | | Broker Non-Votes | |
(i) Election of Directors | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
(a) Ian H. Chippendale | | | 12,308,752 | | | | 250,248 | | | | 7,104 | | | | 543,970 | |
| | | | | | | | | | | | | | | | | |
(b) Weston M. Hicks | | | 12,469,199 | | | | 90,689 | | | | 6,216 | | | | 543,970 | |
| | | | | | | | | | | | | | | | | |
(c) Jefferson W. Kirby | | | 12,453,939 | | | | 105,714 | | | | 6,451 | | | | 543,970 | |
| | | | | | | | | | | | | | | | | |
(ii) Advisory Vote on Executive Compensation | | | 11,351,922 | | | | 1,199,761 | | | | 14,421 | | | | 543,970 | |
| | | | | | | | | | | | | | | | | |
(iii) Ratification of Independent Registered Public Accounting Firm | | | 13,031,648 | | | | 71,428 | | | | 6,998 | | | | N/A | |
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.
| | |
| | ALLEGHANY CORPORATION |
| | | |
Date: May 14, 2020 | | By: /s/ Kerry J. Jacobs |
| | Name: Kerry J. Jacobs |
| | Title: Senior Vice President and |
| | chief financial officer |
