FIRST ACCEPTANCE CORPORATION (NYSE:FAC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02Departure of Directors or Certain Officer; Election of
Directors; Appointment of Certain Officer; Compensatory
Arrangements of Certain Officer

On May 9, 2017, the Compensation Committee of the Board of
Directors of First Acceptance Corporation, or the Company,
approved the reimbursement of salary paid to Kenneth D. Russell,
the Companys interim President and Chief Executive Officer, by
his current employer, Diamond A Administration Company, at an
annual rate of $400,000, including for the period since the
effective date of Mr. Russells appointment as Interim President
and Chief Executive Officer.Diamond A Administration Company is
an affiliate of Gerald J. Ford, the Companys largest
stockholder.Mr. Russell will continue to receive the compensation
paid to directors of the Company for their service.

Additionally, the Compensation Committee approved an award under
the bonus program applicable to senior executives of the Company
for Mr. Russell. to such bonus program, Mr. Russell will be
eligible to receive a target cash bonus of $322,500 for
performance during 2017. Further, the Compensation Committee of
the Board of Directors awarded Mr. Russell 500,000 restricted
stock units on May 9, 2017.The form of the restricted stock unit
award agreement is filed as Exhibit 10.11 to this Current Report
on Form 8-K and is incorporated herein by reference.

As noted in Item 5.07 below, at the 2017 Annual Meeting of
Stockholders the Company held on May 9, 2017, the Companys
stockholders approved an increase in the number of shares
authorized for issuance to the Second Amended and Restated
Employee Stock Purchase Plan.

A summary of the material terms of the Second Amended and
Restated Employee Stock Purchase Plan is set forth on pages 23
and 24 of the Companys Definitive Proxy Statement on Schedule
14A, was filed with the Securities and Exchange Commission, or
the SEC, on March 29, 2017, and is incorporated herein by
reference. That summary and the foregoing description of the
Second Amended and Restated Employee Stock Purchase Plan is
qualified in its entirety by reference to the text of the Second
Amended and Restated Employee Stock Purchase Plan, which is filed
as Exhibit 10.12 to this Current Report on Form 8-K and is
incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

On May 9, 2017, the Company held its 2017 Annual Meeting of
Stockholders in Nashville, Tennessee.At the 2017 Annual Meeting,
stockholders were asked to vote on five proposals:the election of
the nine director nominees named in the proxy statement; an
increase in the number of shares authorized for issuance to the
First Acceptance Corporation Employee Stock Purchase Plan; an
advisory vote on executive compensation; an advisory vote on the
frequency of advisory votes on executive compensation; and the
ratification of the appointment of Ernst Young LLP as the
Companys independent registered public accounting firm for
2017.The voting results at the 2017 Annual Meeting were as
follows:

Proposal No. 1: The following nine director nominees were elected
to serve on the Companys Board of Directors until the next annual
meeting of stockholders and until their successors are duly
elected and qualified.

Proposal No. 2: The stockholders approved the increase in the
number of shares authorized for issuance to the First Acceptance
Employee Stock Purchase Plan.

Proposal No. 3: The stockholders approved, on an advisory basis,
the compensation of the Companys named executive officers.

Proposal No. 4: The stockholders preferred frequency of advisory
votes on executive compensation was every year.

The Companys Board of Directors recommended annual advisory
voting on executive compensation. Taking into account the
preferences of the Companys stockholders, as indicated by the
foregoing vote, the Company will hold advisory votes on the
compensation of the Companys named executive officers annually
until the next required (non-binding) vote on the frequency of
advisory say-on-pay votes.

Proposal No. 5: The appointment of Ernst Young LLP as the
Companys independent registered public accounting firm for 2017
was ratified.

Section 9 Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits.

Not applicable.

Not applicable.

Not applicable.

The following exhibits are filed or furnished, depending on the
relative item requiring such exhibit, in accordance with the
provisions of Item 601 of Regulation S-K and Instruction B.2 to
this form.

About FIRST ACCEPTANCE CORPORATION (NYSE:FAC)

First Acceptance Corporation is a retailer, servicer and underwriter of non-standard personal automobile insurance based in Nashville, Tennessee. The Company operates in two segments: Insurance, and Real estate and corporate. Its insurance operations are engaged in selling non-standard personal automobile insurance products and related products in over 20 states. The real estate and corporate segment consists of the activities related to the disposition of foreclosed real estate held for sale, interest expense associated with all debt and other general corporate overhead expenses. The Company conducts its servicing and underwriting operations in approximately 10 states and is licensed as an insurer in over 10 additional states. It leases and operates approximately 440 retail locations and a call center staffed by employee-agents who primarily sell non-standard personal automobile insurance products underwritten by the Company, as well as certain commissionable ancillary products.

FIRST ACCEPTANCE CORPORATION (NYSE:FAC) Recent Trading Information

FIRST ACCEPTANCE CORPORATION (NYSE:FAC) closed its last trading session down -0.05 at 1.21 with 96,793 shares trading hands.