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 18, 2011
United Fire & Casualty Company
(Exact name of registrant as specified in its charter)
| Iowa | 001-34257 | 42-0644327 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 118 Second Avenue, S.E., Cedar Rapids, Iowa |
52407 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (319) 399-5700
| (Former name or former address if changed since last report.) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
Our 2011 Annual Meeting of Stockholders was held on May 18, 2011 in Cedar Rapids, Iowa. Represented
at the meeting, in person or by proxy, were 21,085,605 shares constituting approximately 80.49
percent of the issued and outstanding shares entitled to vote as of the close of business on March
21, 2011. The following proposals were adopted by the margins indicated.
Proposal 1: Election of four Class A directors for a term of three years or until such time as
their respective successors has been elected.
| Number of Shares | ||||||||||||||||
| Broker | ||||||||||||||||
| Votes For | Votes Withheld | Non-Votes | ||||||||||||||
Douglas M. Hultquist |
Class A Director | 18,243,987 | 1,034,921 | 1,806,697 | ||||||||||||
Casey D. Mahon |
Class A Director | 18,280,778 | 998,130 | 1,806,697 | ||||||||||||
Randy A. Ramlo |
Class A Director | 18,298,059 | 980,849 | 1,806,697 | ||||||||||||
Frank S. Wilkinson Jr. |
Class A Director | 19,150,144 | 128,764 | 1,806,697 | ||||||||||||
Proposal 2: Ratification of the appointment of our independent registered public accounting firm,
Ernst & Young, LLP.
| Number of Shares | ||||||||||||||||
| Votes | Votes | Broker | ||||||||||||||
| Votes For | Against | Abstained | Non-Votes | |||||||||||||
Appointment of Ernst & Young, LLP |
19,997,752 | 1,094,765 | 13,088 | — | ||||||||||||
Proposal 3: Amendment of United Fire & Casualty Company’s 2005 Non-Qualified Non-Employee Director
Stock Option and Restricted Stock Plan.
| Number of Shares | ||||||||||||||||
| Votes | Votes | Broker | ||||||||||||||
| Votes For | Against | Abstained | Non-Votes | |||||||||||||
Amendment of United
Fire & Casualty
Company’s 2005
Non-Qualified
Non-Employee
Director Stock
Option Plan |
11,252,152 | 7,986,818 | 39,938 | 1,806,697 | ||||||||||||
Proposal 4: Approval of a resolution approving executive compensation.
| Number of Shares | ||||||||||||||||
| Votes | Votes | Broker | ||||||||||||||
| Votes For | Against | Abstained | Non-Votes | |||||||||||||
Advisory vote on executive compensation |
18,146,308 | 1,086,063 | 46,537 | 1,806,697 | ||||||||||||
Proposal 5: Selection of the frequency of stockholder votes on executive compensation.
| Number of Shares | ||||||||||||||||||||
| Votes | Broker | |||||||||||||||||||
| One Year | Two Years | Three Years | Abstained | Non-Votes | ||||||||||||||||
Advisory vote on
the frequency of
stockholder votes
on executive
compensation. |
9,787,610 | 204,436 | 9,217,884 | 68,978 | 1,806,697 | |||||||||||||||
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Item 7.01. Regulation FD Disclosure.
On May 18, 2011, United Fire & Casualty Company held its annual stockholders’ meeting at which the
Stockholder Presentation attached as Exhibit 99.1 was used. The information in this Item 7.01 and
Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933.
Item 8.01. Other Events
At the meeting of the Board of Directors of United Fire & Casualty Company held on May 18, 2011,
the directors approved an extension of United Fire’s existing share repurchase program, authorizing
the purchase of an additional 1 million shares of the Company’s common stock and extending the
program expiration date two years, to August 2013. The amount and timing of any purchases under
this program is at the Company’s discretion. Also at its May18 meeting, the Board of Directors
declared a $0.15 per share quarterly dividend which will be paid June 15, 2011 to common stock
shareholders of record as of June 1, 2011.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith.
| Exhibit | ||
| Number | Exhibit Description | |
99.1
|
Stockholder Presentation from annual stockholders’ meeting on May 18, 2011. | |
99.2
|
Press Release, dated May 18, 2011, regarding our annual stockholders’ meeting. |
Signatures
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.
United Fire & Casualty Company
|
||
(Registrant) |
||
May 19, 2011
|
||
(Date) |
||
/s/ Randy A. Ramlo
|
||
Randy A. Ramlo, President and Chief Executive Officer |
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EXHIBIT INDEX
| Exhibit | ||
| Number | Exhibit Description | |
99.1
|
Stockholder Presentation from annual stockholders’ meeting on May 18, 2011. | |
99.2
|
Press Release, dated May 18, 2011, regarding our annual stockholders’ meeting. |
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