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): September 8, 1995
Health Insurance of Vermont, Inc.
(Exact name of Registrant as specified in its charter)
Vermont 0-9934 03-0211497
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Roosevelt Highway, Colchester, Vermont 05446
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (802) 655-5500
Item 5. Other Events.
On September 11, 1995, at a special meeting of the shareholders of Health
Insurance of Vermont, Inc. (the "Company"), the shareholders approved of the
following shareholder proposals:
1. The removal of Sections 2:8 and 2:9 of the Company's bylaws, which impose
certain requirements upon shareholders who wished to nominate a person to the
Company's Board of Directors or bring any other business before an annual
meeting of the shareholders of the Company.
For: 292,303 Against: 169,490 Abstain: 4,307
2. In accordance with 11A V.S.A. [Section] 8.08(a), the removal of the
following Directors:
Name Shareholder Votes
Duncan F. Brown For: 292,378 Against: 172,122 Abstain: 2,716
David E. Sams, Jr. For: 293,643 Against: 167,347 Abstain: 2,541
William H. Chadwick For: 257,427 Against: 203,901 Abstain: 2,288
Nelson S. Burbank For: 295,641 Against: 167,687 Abstain: 1,910
Thomas O. Putnam For: 293,260 Against: 169,019 Abstain: 2,154
Hilton A. Wick For: 258,901 Against: 201,495 Abstain: 2,653
3. In accordance with Section 3:2 of the Company's Bylaws reduce the size of
the Company's Board from nine members to seven members.
For: 294,412 Against: 166,567 Abstain: 3,327
4. Election of the following persons to be members of the Company's Board of
Directors:
Name Term to Expire Shareholder Votes
Robert S.W. Leong 1998 For: 295,881 Abstain: 168,525
James L. Fraser 1997 For: 262,413 Abstain: 202,147
David W. Menard 1996 For: 295,237 Abstain: 168,410
Robert S. Savage 1997 For: 295,231 Abstain: 168,416
Robert J. Kecseg 1996 For: 260,630 Abstain: 203,035
The vote tabulations set forth above are approximate based on the
Company's preliminary totals. Final tabulations are not expected to vary
materially from those set forth above.
The following table sets forth certain information concerning the new
Board members:
Name Age Principal Business Occupation
For the Last Five Years
Robert S.W. Leong 46 Private Investor, Seattle, Washington since
1989. Mr. Leong was formerly Vice President-
Administration of a wholesale distribution firm,
Mutual Distributors, Ltd., of Honolulu, Hawaii
from 1977 to 1989. Mr. Leong was a director of
the Hawaiian Island Freight Association from
1985 to 1989.
Robert S. Savage 67 Private investor, Charlotte, North Carolina,
since 1985. Mr. Savage was formerly the
director of ANTA Corp., a New York stock
exchange listed company, and Bonray Drilling
Company, a listed OTC company during Mr.
Savage's tenure as a director. Mr. Savage is
not currently a director of any companies with a
class of securities registered under the
Securities and Exchange Act of 1934.
James L. Fraser 65 Mr. Fraser has served as the President and
founder of Fraser Management Associates, Inc., a
registered investment advisory firm in
Burlington, Vermont, since 1969. Mr. Fraser
also serves as Secretary of the Company, and was
elected to such position at the Company's most
recent annual shareholder's meeting.
Robert J. Kecseg 42 Since 1984, Mr. Kesceg has served as Registered
Principal - Supervisory Analyst, Southwest
Securities, Inc., Irving, Texas.
David W. Menard 57 During the past five years, Mr. Menard has
served as President of two investment banking
firms; Colmen Menard Company, Inc., Bala Cynwyd,
Pennsylvania, and a predecessor affiliate,
Colmen Management Company, Philadelphia, Penn-
sylvania.
As of the July 13, 1995 record date for the shareholders' meeting, the
Company had 531,596 shares of issued and outstanding common stock. The
proposals approved at the September 11, 1995, shareholders meeting were
implemented as of that date.
In addition, on September 8, 1995, the Company's Chairman resigned from
that position. His seat on the Board of Directors was filled by action of the
shareholders as described above. Robert Leong has been elected the Chairman
of the Company's Board of Directors.
Item 7. Exhibits.
Exhibit No. Description
3.2 Amended and Restated Bylaws of the Company dated September 11, 1995.
99.1 Press release from the Company dated September 8, 1995.
99.2 Press release from the Company dated September 15, 1995.
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.
HEALTH INSURANCE OF VERMONT, INC.
/s/Robert S.W. Leong
Robert Leong
Chairman and Chief Executive Officer
Date: September 18, 1995