8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 9, 2016
 
 
NATIONAL GENERAL HOLDINGS CORP.
(Exact name of registrant as specified in its charter)

  
Delaware
 
001-36311
 
27-1046208
(State or other jurisdiction
of incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)

59 Maiden Lane, 38th Floor
New York, New York 10038
(Address of principal executive offices) (zip code)
(212) 380-9500
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







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


Following the election of directors at the 2016 Annual Meeting of Shareholders (“Annual Meeting”) for National General Holdings Corp. (the “Company”) as described below, the Board of Directors of the Company (the “Board”), upon the recommendation of the Company's Nominating and Corporate Governance Committee, on May 9, 2016, elected Robert Karfunkel as a director to fill the vacancy left by the passing of Michael Karfunkel.

The Board also appointed Barry Zyskind, a director of the Company, to serve as non-executive Chairman of the Board on May 9, 2016.

On May 9, 2016, as described below, the Company's shareholders approved the Company's 2013 Equity Incentive Plan (the “Plan”). The Plan governs the awards and payment of cash and equity awards to the Company's employees and non-employee directors. The Plan is filed as Exhibit 10.1 hereto (incorporated by reference to Appendix A to our Definitive Proxy Statement filed with the Securities and Exchange Commission on March 23, 2016 (the “Proxy Statement”)). The terms and description of the Plan included in the Proxy Statement are incorporated herein by reference.
 
 
Item 5.07 
Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting on May 9, 2016. The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s Proxy Statement, are as follows:

Description of Matters Submitted
 
For
 
Withheld
 
Broker Non-Vote
1. Election of Directors:
 
 
 
 
 
 
 
 
 
 
 
 
 
Ephraim Brecher
 
101,187,566
 
804,750
 
1,302,153
Donald DeCarlo
 
100,468,495
 
1,523,821
 
1,302,153
Patrick Fallon
 
100,469,381
 
1,522,935
 
1,302,153
Barry Karfunkel
 
99,861,558
 
2,130,758
 
1,302,153
Barbara Paris
 
101,187,014
 
805,302
 
1,302,153
Barry Zyskind
 
83,448,385
 
18,543,931
 
1,302,153
 
 
For
 
Against
 
Abstain
2. Ratification of the appointment of BDO USA, LLP as the Company’s independent auditor for the year ended December 31, 2016.
 
103,270,710
 
19,889
 
3,870
 
 
For
 
Against
 
Abstain
Broker Non-Vote
3. Approval of the Company's 2013 Equity Incentive Plan.
 
85,166,489
 
16,820,880
 
4,947
1,302,153


Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 23, 2016 )







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
NATIONAL GENERAL HOLDINGS CORP.
 
 
 
 
Date: May 9, 2016
 
 
 
By:
 
/s/ Jeffrey Weissmann
 
 
 
 
 
 
Jeffrey Weissmann
 
 
 
 
 
 
General Counsel and Secretary