AmTrust Financial Services, Inc. (NASDAQ:AFSI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 21, 2018 at 10:00 a.m., local time, AmTrust Financial Services, Inc. (“AmTrust” or the “Company”) reconvened a special meeting of its stockholders (the “Special Meeting”) to vote on the adoption of the Agreement and Plan of Merger, dated as of March 1, 2018 (the “Original Merger Agreement”), as amended by that certain amendment (the “Amendment”) to the Original Merger Agreement, dated as of June 6, 2018 (as amended, the “Merger Agreement”), by and among Evergreen Parent, L.P., a Delaware limited partnership (“Parent”), Evergreen Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and AmTrust. The Special Meeting was previously adjourned from its originally scheduled date of June 4, 2018.

The Merger Agreement and the transactions contemplated thereby are described in more detail in the definitive proxy statement, dated May 4, 2018, filed by AmTrust on May 4, 2018, as amended by the first supplement to the definitive proxy statement, dated May 24, 2018, filed by AmTrust on May 24, 2018, and the second supplement to the definitive proxy statement, dated June 11, 2018, filed by AmTrust on June 11, 2018.

Adoption of the Merger Agreement required the affirmative vote of (1) the holders of at least a majority of all outstanding shares of common stock of the Company, and (2) the holders of at least a majority of the outstanding shares of common stock of the Company other than Parent and its affiliates, the rollover stockholders (including each “immediate family member” (as such term is defined in Item 404 of Regulation S-K) of each rollover stockholder, and any trust or other entity in which any rollover stockholder or any such immediate family member holds, beneficially or otherwise, a material voting, proprietary, equity or other financial interest) and certain executive officers and directors (such stockholders, the “Public Stockholders”). As of April 5, 2018, the record date for the Special Meeting, there were 196,355,229 shares of common stock of the Company entitled to vote at the Special Meeting, including 81,803,695 shares of common stock of the Company held by the Public Stockholders.

The proposal to adopt the Merger Agreement was approved by the requisite votes of AmTrust stockholders (including the Public Stockholders) (79.8%) and the Public Stockholders (67.4%).

The total number of shares of the Company’s common stock entitled to vote and voted on the adoption of the Merger Agreement were as follows:

The total number of shares of the Company’s common stock held by the Public Stockholders entitled to vote and voted on the adoption of the Merger Agreement were as follows:

A second proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies, was not needed.

On June 21, 2018, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01Exhibits.

(d)Exhibits.

Amtrust Financial Services, Inc. Exhibit
EX-99.1 2 ex991mergerapprovalpressre.htm EXHIBIT 99.1 Exhibit Exhibit 99.1MEDIA RELEASEAmTrust Stockholders Approve Amended Merger TransactionAmTrust Stockholders to Receive $14.75 Per Share in CashTransaction Expected to Close in Second Half of 2018NEW YORK,…
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About AmTrust Financial Services, Inc. (NASDAQ:AFSI)

Amtrust Financial Services, Inc. (AmTrust) is an insurance holding company. The Company, through its subsidiaries, provides specialty property and casualty insurance focusing on workers’ compensation and commercial package coverage for small business, specialty risk and extended warranty coverage, and property and casualty coverage for middle market business. Its segments include Small Commercial Business, Specialty Risk and Extended Warranty, and Specialty Program. The Small Commercial Business segment is engaged in providing workers’ compensation, commercial package and other commercial insurance lines produced by wholesale agents, retail agents and brokers in the United States. The Specialty Risk and Extended Warranty segment is engaged in providing coverage for consumer and commercial goods and custom designed coverages. The Specialty Program segment is engaged in writing commercial insurance for defined classes of insureds through general and other wholesale agents.