EMERGENT CAPITAL, INC. (NYSE:EMG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 6, 2018, the Board of Directors of Emergent Capital, Inc. (the "Company") approved, subject to and effective upon shareholder approval, an amendment to the Company’s bylaws (the "Bylaws"), to modify the requirements for changing the size of our Board of Directors. The Company’s shareholders approved the amendment at the Annual Meeting of Shareholders on May 31, 2018. The amendment eliminates the requirement that shareholders approve an increase or decrease in the size of the Board of Directors by more than one member.
A copy of the amendment to the Bylaws is attached hereto as Exhibit 3.1.
Item 5.07 Other Events.
On May 31, 2018, the Company held its Annual Meeting of Shareholders. The results of matters submitted to a vote were as follows:
Proposal One – Election of Directors:
The shareholders elected each of the director nominees set forth below for a one-year term expiring at the next Annual Meeting of Shareholders. The shareholders voted as follows:
Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
Patrick J. Curry |
124,733,540 |
1,306,945 |
13,469,144 |
Matthew Epstein |
124,218,561 |
1,821,924 |
13,469,144 |
James Hua |
124,738,542 |
1,301,943 |
13,469,144 |
Robert Knapp |
124,738,518 |
1,301,967 |
13,469,144 |
Roy J. Patterson |
124,733,542 |
1,306,943 |
13,469,144 |
Joseph E. Sarachek |
124,738,340 |
1,302,145 |
13,469,144 |
Proposal Two – Non-binding Advisory Vote on Executive Compensation.
The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2017. The shareholders voted as follows:
For |
Against |
Abstain |
Broker Non-Votes |
124,084,630 |
515,680 |
1,440,175 |
13,469,144 |
Proposal Three – Vote to Increase in Size of Board of Directors.
The shareholders approved to increase the size of our Board of Directors to nine (9) directors. The shareholders voted as follows:
For |
Against |
Abstain |
Broker Non-Votes |
125,045,809 |
979,926 |
14,750 |
13,469,144 |
Proposal Four – Vote on Amendment to the Company’s Bylaws.
The shareholders approved an amendment to the Company’s Bylaws to modify the requirements for changing the size of our Board of Directors. The shareholders voted as follows:
For |
Against |
Abstain |
Broker Non-Votes |
124,578,008 |
1,315,233 |
147,244 |
13,469,144 |
Proposal Five – Ratification of Appointment of Independent Registered Public Accountant.
The selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified by shareholders. The shareholders voted as follows:
For |
Against |
Abstain |
Broker Non-Votes |
139,297,704 |
185,726 |
26,199 |
— |
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.EXHIBIT INDEX
Exhibit No. |
Description |
3.1 |
Amendment No. 2 to Bylaws.
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EMERGENT CAPITAL, INC. ExhibitEX-3.1 2 emergentby-lawamendmentno2.htm EXHIBIT 3.1 Exhibit Exhibit 3.1AMENDMENT NO. 2TOAMENDED AND RESTATED BY-LAWS OFEMERGENT CAPITAL,…To view the full exhibit click here
About EMERGENT CAPITAL, INC. (NYSE:EMG)
Emergent Capital, Inc., formerly Imperial Holdings, Inc., is a specialty finance company that invests in asset classes, primarily life settlements. The Company, through its subsidiary companies, owns a portfolio of approximately 630 life insurance policies (life settlements). The Company purchases individual policies and portfolios of life insurance policies and manages those assets based on actuarial and market data. The Company provides customized liquidity solutions to owners of illiquid financial assets in two markets, which include life finance and structured settlements. The Company focuses on lending to outright purchases of portfolios, to tertiary trades, as well as individual secondary market purchases. The Company invests in short and long-term life settlement investments.