Florida
|
000-25001
|
65-0248866
|
||
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
14050 N.W. 14
th
Street, Suite 180
|
||
Sunrise, FL
|
33323
|
|
(Address of principal executive offices)
|
(Zip Code)
|
FED
ERATED NATIONAL HOLDING COMPANY
|
||
(Former Name or Former Address, if Changed Since Last Report)
|
☐ |
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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
.
|
Item 5.07. |
Submission of Matters to a Vote of Security Holders
.
|
For
|
Against
|
Abstentions
|
Broker Non-
Votes
|
||||||||||||||
1.
|
Election of Directors:
|
||||||||||||||||
Bruce F. Simberg
|
7,989,174
|
1,648,377
|
5,540
|
1,663,319
|
|||||||||||||
William G. Stewart
|
7,752,741
|
1,815,985
|
74,365
|
1,663,319
|
|||||||||||||
Richard W. Wilcox Jr.
|
7,908,738
|
1,657,938
|
8,890
|
1,663,319
|
|||||||||||||
Roberta N. Young
|
7,836,663
|
1,797,538
|
8,890
|
1,663,319
|
|||||||||||||
2.
|
Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to change the Company’s name To
FedNat Holding Company
|
10,792,882
|
478,489
|
35,039
|
--
|
||||||||||||
3.
|
Approval of the Company’s 2018 Omnibus Incentive Compensation Plan
|
7,696,953
|
1,872,513
|
73,625
|
1,663,319
|
||||||||||||
4.
|
Non-binding advisory vote on the Company’s executive compensation.
|
7,772,275
|
1,863,091
|
7,725
|
1,663,319
|
||||||||||||
5.
|
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for
the 2018 fiscal year.
|
10,739,411
|
501,456
|
65,543
|
--
|
Item 9.01 |
Financial Statements and Exhibits
.
|
(d)
|
Exhibits.
|
|
|
||
3.1
Articles of Amendment to Amended and Restated Articles of Incorporation of Federated National Holding Company
|
FEDNAT HOLDING COMPANY
|
||
Date: June 4, 2018
|
By:
|
/s/
Ronald A. Jordan
|
Name:
|
Ronald A. Jordan
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
FIRST: |
Article I of the Company’s Amended and Restated Articles of Incorporation is hereby amended to read in its entirety as follows:
|
SECOND: |
Except as hereby expressly amended, the Amended and Restated Articles of Incorporation of the Company shall remain the same.
|
THIRD: |
The foregoing amendment was approved by the shareholders of the Company on May 31, 2018. The number of votes cast for the amendment was sufficient for approval. There
were no voting groups entitled to vote separately on the amendment.
|
By:
|
/s/ Michael H. Braun
|
||
Name: Michael H. Braun
|
|||
Title: Chief Executive Officer & President
|