ONEBEACON INSURANCE GROUP, LTD. (NYSE:OB) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.Submission of Matters to a Vote of Security Holders.
On July 18, 2017, OneBeacon Insurance Group, Ltd. (the “Company”) held a special general meeting of its shareholders (the “Special General Meeting”). The proposals submitted to the Company’s shareholders at the Special General Meeting were:
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to approve the Agreement and Plan of Merger, dated as of May 2, 2017, by and among the Company, Intact Financial Corporation, Intact Bermuda Holdings Ltd. and Intact Acquisition Co. Ltd. (the “Merger Agreement”), the merger of Intact Acquisition Co. Ltd. into the Company, as contemplated by the Merger Agreement (the “Merger”), and the Statutory Merger Agreement, the form of which is attached as Exhibit A to the Merger Agreement (the “Merger Proposal”); and |
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to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of the Company that is based on or otherwise relates to the Merger, and the agreements or understandings to which such compensation may be paid or become payable (the “Compensation Advisory Proposal”). |
The Merger Proposal and the Compensation Advisory Proposal were each described in greater detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on June 8, 2017. The Company’s shareholders approved both the Merger Proposal and the Compensation Advisory Proposal. The voting results for the Merger Proposal and the Compensation Advisory Proposal, including the number of votes cast for, against or withheld, and the number of abstentions with respect to each such proposal, are as follows:
Merger Proposal*
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FOR |
AGAINST |
ABSTAIN |
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734,731,141 |
200,587 | 182,421 |
Compensation Advisory Proposal*
|
FOR |
AGAINST |
ABSTAIN |
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731,983,812 |
2,794,788 |
335,549 |
*Each Class B common share of the Company is entitled to 10 votes for every one share; the totals shown above give effect to the 10 for 1 Class B common share voting rights. The Class A and Class B shares of the Company vote together as one class.
As of June 7, 2017, the record date for the Special General Meeting, there were 22,986,618 Class A common shares of the Company and 71,754,738 Class B common shares of the Company outstanding and entitled to vote.
In connection with the Special General Meeting, the Company also solicited proxies with respect to the adjournment of the Special General Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there were insufficient votes at the time of the Special General Meeting or any adjournment or postponement thereof to approve the Merger Proposal. As there were sufficient votes at the time of the Special General Meeting to approve the Merger Proposal, the adjournment of the Special General Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to the Company’s shareholders for approval at the Special General Meeting.
The Merger remains subject to other customary closing conditions, including receipt of regulatory approvals.
About ONEBEACON INSURANCE GROUP, LTD. (NYSE:OB)
OneBeacon Insurance Group, Ltd., through its subsidiaries, is a property and casualty insurance writer that offers a range of insurance products in the United States primarily through independent agencies, regional and national brokers, wholesalers and managing general agencies. The Company’s segments include Specialty Products, Specialty Industries, and Investing, Financing and Corporate. The Specialty Products segment consists of over 10 underwriting operating segments representing an aggregation based on those that offer products, coverages and services to customers across the United States. The Specialty Industries segment consists of over six underwriting operating segments representing an aggregation based on those that focus on a particular customer or industry group. The Investing, Financing and Corporate segment includes its investing and financing activities on a consolidated basis, and certain other activities conducted through it and its intermediate subsidiaries.