Document
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): February 26, 2018
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act (§240.12b-2 of this chapter).
|
| | |
| | Emerging Growth Company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
|
| |
Item 2.02 | Results of Operations and Financial Condition |
On February 26, 2018, National General Holdings Corp. (the "Company") issued a press release announcing its results of operations for the year ended December 31, 2017 and the scheduling of a conference call on February 27, 2018 with respect thereto. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release is furnished and not filed pursuant to instruction B.2 of Form 8-K.
In June 2017, the Company ceased being a “controlled company” as defined in Rule 5615(c)(1) of the Nasdaq’s listing standards which includes a 12 month transition period for Board committees to consist of solely independent Board members. On February 26, 2018, the Board of Directors of the Company modified the composition of the Company’s Compensation and Nominating and Corporate Governance Committees as follows so that each Board committee consists of solely independent directors: Compensation Committee - Don DeCarlo, Patrick Fallon and Jay Nichols and Nominating and Corporate Governance Committee - Don DeCarlo and John Marshaleck.
|
| |
Item 9.01 | Financial Statements And Exhibits. |
(d) Exhibits.
|
| | |
Exhibit Number | | Description |
| | |
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: February 26, 2018 | | | | By: | | /s/ Jeffrey Weissmann |
| | | | | | Jeffrey Weissmann |
| | | | | | General Counsel and Secretary |