TRIPLE-S MANAGEMENT CORPORATION (NYSE:GTS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On April 28, 2017, Triple-S Management Corporation (the
Company) held its 2017 Annual Meeting of Shareholders (the Annual
Meeting), at which the Companys shareholders approved the
Companys 2017 Incentive Plan (the Plan). The Company may grant
incentive stock options, qualified stock options, non-qualified
stock options, stock appreciation rights, restricted stock,
restricted stock units, performance awards, including cash bonus
awards, and other stock-based awards under the Plan, to our
officers and employees, and those of our subsidiaries and/or
affiliates. In addition, the Plan authorizes the grant of
equity-based compensation incentives to our directors and to any
independent contractors and consultants.

The following is a summary of the material provisions of the
Plan. This summary is qualified in its entirety by reference to
the complete text of the Plan included as Exhibit A to the
Companys definitive Proxy Statement for the Annual Meeting filed
with the Securities and Exchange Commission on March 16, 2017.

Plan Term. The Plan will have a 10-year term commencing on April
28, 2017, subject to earlier termination by the Companys Board of
Directors (the Board).

Authorized Shares. Subject to adjustment, up to 1,700,000 of the
shares of the Companys Class B common stock are available for
awards granted under the Plan, plus the number of shares that
were subject to any outstanding awards under the Companys 2007
Incentive Plan (the 2007 Plan) that are forfeited, cancelled,
expire, terminate or otherwise lapse, in whole or in part,
without the delivery of shares. No participant in the Plan may
receive, in any calendar year, (i) stock options and stock
appreciation rights that relate to more than 600,000 shares of
the Companys Class B common stock (Class B shares), (ii)
restricted stock and restricted stock units that relate to more
than 300,000 Class B shares, or (iii) performance awards or other
stock-based awards that relate to more than 300,000 Class B
shares. The maximum amount that may be paid in a calendar year in
respect of an annual award denominated in cash or value other
than Class B shares with respect to any participant shall be
$3,000,000, and the maximum amount of a long-term incentive award
denominated in cash shall be $1,500,000 multiplied by the number
of years included in any applicable performance period(s)
relating to such awards. No director may receive under the Plan
in any calendar year: (i) stock options, stock appreciation
rights, restricted stock, restricted stock units, performance
awards and other stock-based awards with a fair value as of the
grant date of more than $300,000; and (ii) cash retainers and
other cash-based awards of more than $300,000. Class B shares to
be issued under the Plan may be made available from authorized
but unissued Class B shares or Class B shares acquired by the
Company.

If an award (other than a substitute award as defined below)
expires, is forfeited, cancelled or otherwise terminates without
the delivery of Class B shares, the Class B shares covered by
such award will again be available for issuance under the Plan.
Class B shares tendered or withheld in payment of an exercise
price or for withholding taxes, however, will not be available
for issuance under the Plan. Class B shares underlying substitute
awards shall not reduce the number of such shares available for
delivery under the Plan. A substitute award is any award granted
in assumption of, or in substitution for, an outstanding award
previously granted by a corporation acquired by the Company or
with which the Company combines.

Administration. The Boards Compensation and Talent Development
Committee (the Compensation Committee) will administer the Plan
and will have authority to select individuals to whom awards are
granted, determine the types of awards and number of shares
covered, and determine the terms and conditions of awards,
including the applicable vesting schedule, performance
conditions, and whether the award will be settled in cash, shares
or a combination of the two.

Types of Awards. The Plan provides for grants of incentive stock
options, qualified stock options, non-qualified stock options,
stock appreciation rights, restricted stock, restricted stock
units, performance awards, including cash bonus awards, and other
stock-based awards.

Stock options. An option is the right to purchase shares of Class
B shares at a future date at a specified exercise price. The per
share exercise price of options will be determined by the
Compensation Committee but may not be less than the closing price
of Class B shares on the date of grant (other than a substitute
award). The Compensation Committee determines the date after
which options may be exercised in whole or in part, and the
expiration date of each option. However, no option award will be
exercisable after the expiration of 10 years from the date the
option is granted.

Stock appreciation rights. A stock appreciation right is a
contractual right granted to the participant to receive, in cash
or shares, an amount equal to the appreciation of one or more
Class B shares from the date of grant. Any stock appreciation
rights will be granted subject to the same terms and conditions
applicable to options, as described above.

Restricted stock/restricted stock units. Shares of restricted
stock are Class B shares subject to restrictions on transfer and
a substantial risk of forfeiture. A restricted stock unit
consists of a contractual right denominated in Class B shares
which represents the right to receive the value of a Class B
share at a future date, subject to certain vesting and other
restrictions. Restricted stock and restricted stock units will be
subject to restrictions and such other terms and conditions as
the Compensation Committee may determine.

Performance Awards. The Plan provides that grants of performance
awards, including cash-denominated awards and (if determined by
the Compensation Committee) restricted stock, restricted stock
units or other stock-based awards, will be made based upon, and
subject to achieving, certain performance objectives detailed in
the Plan.

Other awards. The Compensation Committee is authorized to grant
other stock-based awards, either alone or in addition to other
awards granted under the Plan. Other awards may be settled in
shares, cash, awards granted under the Plan or any other form of
property as the Compensation Committee determines.

Eligibility. Generally, all the Companys employees and members of
the Board will be eligible to participate in the Plan. From time
to time, the Board will determine who will be granted awards, the
number of shares or performance units subject to such grants, and
the terms of awards. Under the Plan, awards may be granted to the
Companys employees, its directors and other individuals providing
services to the Company, including but not limited to
consultants, advisors and independent contractors.

Adjustments. The Compensation Committee will adjust the terms of
any outstanding awards and the number of Class B shares issuable
under the Plan for any change in Class B shares resulting from a
stock split, reverse stock split, stock dividend, spin-off,
combination or reclassification of the Class B shares, an
issuance of shares to the anti-dilution provisions of the Class B
shares or any other event that affects our capitalization if the
Compensation Committee determines an adjustment is equitable or
appropriate.

Termination of Service and Change in Control. The Compensation
Committee will determine the effect of a termination of
employment or service on awards granted under the Plan. Upon a
change in control (as defined in the Plan), the Compensation
Committee will determine whether outstanding options shall be
assumed, continued or substituted. Awards assumed, continued or
substituted by the acquirer in connection with a change in
control will become fully vested if the participant employment is
terminated without cause at any time during the 12 month period
following the change in control. Only to the extent awards will
not be assumed, continued or substituted, the Compensation
Committee may provide that such awards will become fully vested
upon such change in control.

Amendment, Modification and Termination. The Compensation
Committee, from time to time, may suspend, discontinue, revise or
amend the Plan and the Compensation Committee may amend the terms
of any award in any respect, provided that no such action will
adversely impair or affect the rights of a holder of an
outstanding award under the Plan without the holders consent, and
no such action will be taken without shareholder approval, if
required by the rules of the stock exchange on which our shares
are traded.

Clawback of Awards. Awards granted under the Plan shall be
subject to any clawback or recoupment arrangements or policies
the Company has in place from time to time.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Triple-S Management
Corporation (the Company) was held on April 28, 2017 (the Annual
Meeting). The matters that were voted upon at the Annual Meeting
described in the Companys definitive proxy statement, and the
number of votes cast for or against each matter, as well as the
number of abstentions and broker non-votes as to each matter,
where applicable, is set forth below. Each proposal was approved
by the shareholders.

Proposal 1 Election of directors

The three nominees named in the definitive proxy statement were
elected to serve as Group 1 directors until the 2020 annual
meeting or until his/her successor is duly elected or qualified.
The voting results were as follows:

Proposal 2 Ratification of the selection of the independent
registered public accounting firm

The shareholders ratified the selection of Deloitte Touche LLP as
the Companys independent registered public accounting firm for
2017. The voting results were as follows:

Proposal 3 Advisory vote on the compensation of our named
executive officers

The shareholders voted to approve the compensation of the
Companys named executive officers listed in the definitive proxy
statement for the Annual Meeting. The shareholder vote is
advisory and non-binding. The voting results were as follows:

Proposal 4 Advisory vote on the frequency of future advisory
votes on the compensation of our named executive officers

The shareholders voted to approve a frequency of 1 year for
future advisory votes on the compensation of the Companys named
executive officers. The shareholder vote is advisory and
non-binding. The voting results were as follows:

Proposal 5 Amendment to Article TENTH A of the Articles of
Incorporation

The shareholders voted to approve the amendment to Article TENTH
A of the Articles of Incorporation of the Company. The voting
results were as follows:

Proposal 6 Amendment to Article TENTH C of the Articles of
Incorporation

The shareholders voted to approve the amendment to Article TENTH
C of the Articles of Incorporation of the Company. The voting
results were as follows:

Proposal 7 Amendment to Article THIRTEENTH of the Articles of
Incorporation

The shareholders voted to approve the amendment to Article
THIRTEENTH of the Articles of Incorporation of the Company. The
voting results were as follows:

Proposal 8 Adoption of the Companys 2017 Incentive Plan

The shareholders voted to adopt the Companys 2017 Incentive Plan.
The voting results were as follows:

(d) At the Annual Meeting, more than a majority of the shares of
common stock entitled to vote and present at the Annual Meeting
voted in favor of a frequency of 1 year for future advisory votes
on the compensation of the Companys named executive officers.
Accordingly, in light of this result and other factors considered
by the Companys Board of Directors (the Board), the Board
determined that the Company will hold the advisory vote on the
compensation of the Companys named executive officers every year
until no later than 2023, when the next shareholder vote on the
frequency of future advisory votes on executive compensation is
required under the Securities Exchange Act of 1934, as amended.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 10.1 Triple-S Management Corporation 2017 Incentive Plan,
filed as Exhibit A to the definitive Proxy Statement of the
Company on Schedule 14A filed on March 16, 2017, is incorporated
herein by reference.