HALLMARK FINANCIAL SERVICES, INC. (NASDAQ:HALL) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
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Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Shareholders of Hallmark Financial
Services, Inc. (the Company) was held on May 25, 2017. Of the
18,566,096 shares of common stock of the Company entitled to vote
at the meeting, 15,726,962 shares were represented at the Annual
Meeting in person or by proxy.
Item 1 Election of Directors
At the Annual Meeting, the following individuals were elected to
serve as directors of the Company and received the number of
votes set forth opposite their respective names:
|
Director |
Votes For |
Votes Against Or Withheld |
Abstentions and Broker Non-Votes |
| Mark E. Schwarz | 15,335,442 | 179,737 | 211,783 |
| Scott T. Berlin | 14,541,224 | 973,955 | 211,783 |
| James H. Graves | 14,562,424 | 952,755 | 211,783 |
| Mark E. Pape | 15,322,921 | 192,258 | 211,783 |
Item 2 Advisory Vote on Say-On-Pay Resolution
The Board of Directors submitted to the shareholders for a
non-binding, advisory vote the following resolution (the
Say-On-Pay Resolution):
RESOLVED, that the shareholders hereby approve the compensation
paid to the Companys executive officers as disclosed to Item 402
of Regulation S-K under the heading EXECUTIVE COMPENSATION in the
Companys 2017 Proxy Statement, including the compensation tables
and narrative discussion.
At the Annual Meeting, 5,412,045 shares were voted in favor of
the Say-On-Pay Resolution; 207,829 shares were voted against the
Say-On-Pay Resolution; and 10,107,088 shares abstained from
voting or were broker non-votes on the Say-On-Pay Resolution.
Item 3 Advisory Vote on Say-On-Frequency Proposal
The Board of Directors submitted to the shareholders for a
non-binding, advisory vote the following Say-On-Frequency
Proposal:
PROPOSED, that the frequency with which the Company shall submit
to its shareholders for an advisory vote a resolution approving
the compensation of its named executive officers shall be either
(select one): (i) every year; (ii) every two years; or (iii)
every three years.
With respect to the Say-On-Frequency Proposal, 1,674,296 shares
were voted in favor of Every Year; 56 shares were voted in favor
of Every Two Years; and 806,379 shares were voted in favor of
Every Three Years.
Item 4 – Other Business
No other matters were voted on at the Annual Meeting.
Board Determination of Frequency of Future Say-On-Pay
Resolutions
In accordance with the plurality vote of shareholders at the
Annual Meeting, the Board of Directors has determined to include
a shareholder vote on the compensation of executives in its proxy
materials every year until the next required vote on the
frequency of shareholder votes on the compensation of executives.
About HALLMARK FINANCIAL SERVICES, INC. (NASDAQ:HALL)
Hallmark Financial Services, Inc. is an insurance holding company. The Company markets, distributes, underwrites and services its property/casualty insurance products to businesses and individuals. Its business involves marketing, distributing, underwriting and servicing insurance products, as well as providing other insurance related services. Its segments include Standard Commercial Segment, Specialty Commercial Segment and Personal Segment. The Company’s Standard Commercial P&C operating unit primarily underwrites low-severity, short-tailed commercial property/casualty insurance products in the standard market. The Company reinsures a portion of the risk it underwrites in order to control the exposure to losses and to protect capital resources. Its Workers Compensation operating unit specializes in small and middle market workers compensation business. Its Specialty Commercial operating unit offers general aviation and satellite launch insurance products and services. HALLMARK FINANCIAL SERVICES, INC. (NASDAQ:HALL) Recent Trading Information
HALLMARK FINANCIAL SERVICES, INC. (NASDAQ:HALL) closed its last trading session 00.00 at 10.56 with 22,160 shares trading hands.