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 7, 2013:
BALDWIN & LYONS, INC.
___________________________________________________________________________
(Exact name of registrant as specified in its charter)
Indiana | 0-5534 | 35-0160330 |
| (State of other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
1099 North Meridian Street, Indianapolis, Indiana | 46204 |
| (Address of principle executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (317) 636-9800
_______________________________________________
Not applicable
__________________________________________________________________________________________
(Former name of 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 (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 CRF 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) The annual meeting of shareholders of the Company was held on May 7, 2013.
| (b) | The shareholders elected all of the Company’s nominees for director and ratified the appointment of Ernst & Young LLP as independent auditors for the Corporation. The shareholders approved all of the shareholder proposals, which are listed below. |
Proposal 1 – Election of Directors:
| | Shares For | Shares Against | Shares Abstain |
| Stuart D. Bilton | 2,000,699 | 442 | 350 |
| Joseph J. DeVito | 1,977,991 | 23,150 | 350 |
| Otto N. Frenzel IV | 2,000,597 | 544 | 350 |
| Gary W. Miller | 1,977,691 | 23,450 | 350 |
| John M. O’Mara | 2,000,399 | 742 | 350 |
| Thomas H. Patrick | 1,977,993 | 23,148 | 350 |
| John A. Pigott | 2,000,161 | 980 | 350 |
| Kenneth D. Sacks | 2,000,461 | 680 | 350 |
| Nathan Shapiro | 1,977,753 | 23,388 | 350 |
| Norton Shapiro | 1,977,555 | 23,586 | 350 |
| Robert Shapiro | 1,977,455 | 23,686 | 350 |
| Steven A. Shapiro | 1,977,855 | 23,286 | 350 |
| John D. Weil | 2,000,399 | 742 | 350 |
Proposal 2 – Ratification of Ernst & Young LLP as Independent Auditors for the year 2013:
| For | 1,996,705 |
| Against | 4,318 |
| Abstain | 468 |
Proposal 3 – Approval of the 2013 Baldwin & Lyons, Inc. Book Value Appreciation Rights Plan:
| For | 1,974,897 |
| Against | 22,932 |
| Abstain | 3,662 |
Proposal 4 – Advisory approval of executive compensation:
| For | 1,972,897 |
| Against | 3,984 |
| Abstain | 24,932 |
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.
BALDWIN & LYONS, INC.
May 7, 2013 By: /s/ Joseph J. DeVito
Joseph J. DeVito, CEO and President
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