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 17, 2012
Triad Guaranty Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 0-22342 | | 56-1838519 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
101 South Stratford Road
Winston-Salem, North Carolina 27104
(Address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a), (b)
The Company’s Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 17, 2012. Shares entitled to vote at the Annual Meeting totaled 15,328,128, of which 12,357,858 shares were represented.
The five directors identified below were elected at the Annual Meeting. Shares were voted as follows for each nominee:
Proposal 1: Election of Directors | | Shares Voted in Favor | | | Shares Withheld | | | Broker Non-votes | | |
| H. Lee Durham, Jr. | | | 4,879,147 | | | | 176,683 | | | | 7,302,028 | |
| Deane W. Hall | | | 4,871,180 | | | | 184,650 | | | | 7,302,028 | |
| Kenneth W. Jones | | | 4,880,330 | | | | 175,500 | | | | 7,302,028 | |
| William T. Ratliff, III | | | 4,881,232 | | | | 174,598 | | | | 7,302,028 | |
| David W. Whitehurst | | | 4,880,761 | | | | 175,069 | | | | 7,302,028 | |
The proposal to amend the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 32,000,000 to 100,000,000 did not receive the required votes for approval. Approval of this proposal required the affirmative vote of stockholders holding a majority of the outstanding shares of our common stock. The votes are set forth in the following table:
Proposal 2: Charter Amendment | | Shares Voted in Favor | | | Shares Voted Against | | | Shares Abstaining | | | Broker Non-votes | |
| Amendment of Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 32,000,000 to 100,000,000. | | | 4,646,652 | | | | 371,302 | | | | 37,876 | | | | 7,302,028 | |
The proposal to amend the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of preferred stock from 1,000,000 to 5,000,000 did not receive the required votes for approval. Approval of this proposal required the affirmative vote of stockholders holding a majority of the outstanding shares of our common stock. The votes are set forth in the following table:
Proposal 3: Charter Amendment | | Shares Voted in Favor | | | Shares Voted Against | | | Shares Abstaining | | | Broker Non-votes | |
| Amendment of Certificate of Incorporation, as amended, to increase the number of authorized shares of preferred stock from 1,000,000 to 5,000,000. | | | 4,645,703 | | | | 372,201 | | | | 37,926 | | | | 7,302,028 | |
Stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012. This proposal was approved by the votes set forth in the following table:
Proposal 4: Ratification of Auditor | | Shares Voted in Favor | | | Shares Voted Against | | | Shares Abstaining | |
| Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012. | | | 11,691,498 | | | | 169,157 | | | | 497,203 | |
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.
| | | Triad Guaranty Inc. |
| | | | |
| May 22, 2012 | | /s/ Kenneth S. Dwyer |
| | | Kenneth S. Dwyer Senior Vice President and Chief Accounting Officer |
