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MarketScreener Homepage  >  Equities  >  Nasdaq  >  National General Holdings Corp.    NGHC

NATIONAL GENERAL HOLDINGS CORP.

(NGHC)
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NATIONAL GENERAL HOLDINGS CORP. : Submission of Matters to a Vote of Security Holders (form 8-K)

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09/30/2020 | 04:11pm EDT

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

A special meeting of stockholders (the "Special Meeting") of National General Holdings Corp. (the "Company" or "National General") was convened at 10:30 a.m., local time, on September 30, 2020. At the Special Meeting, the Company's stockholders considered the following proposals:

(1) to adopt the Agreement and Plan of Merger, dated as of July 7, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among the Company, The Allstate Corporation, a Delaware corporation ("Parent" or "Allstate"), and Bluebird Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent (the "Merger Proposal");

(2) to approve, on a non-binding, advisory basis, the compensation payments that will or may be paid or become payable to the Company's named executive officers and that are based on or otherwise relate to the Merger and the agreements and understandings pursuant to which such compensation will or may be paid or become payable (the "Compensation Proposal"); and

(3) to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum (the "Adjournment Proposal").

The final voting results as to each proposal (each of which is described in greater detail in the definitive proxy statement filed by the Company with the Securities Exchange Commission on August 26, 2020) are set forth below.


(1) The Merger Proposal. The Merger Proposal was approved. Voting results were
as follows:



                                  Broker
   For       Against   Abstain   Non-Votes
99,179,408     528     107,738       0

(2) The Compensation Proposal. The non-binding, advisory Compensation Proposal was approved. Voting results were as follows:



                                     Broker
   For        Against     Abstain   Non-Votes
70,282,209   28,834,130   171,335       0

(3) The Adjournment Proposal. In connection with the Special Meeting, the Company solicited proxies with respect to the Adjournment Proposal. Because there were sufficient votes to approve the Merger Proposal, it was not necessary to submit the Adjournment Proposal to stockholders.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses


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