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 13, 2014

FIRST ACCEPTANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-12117	75-1328153
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3813 Green Hills Village Drive Nashville, Tennessee		37215
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:         (615) 844-2800

(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 (see General Instruction A.2. below):

¨ 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))

Section 5 – Corporate Governance and Management

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

On May 13, 2014, the Company held its 2014 Annual Meeting of Stockholders in Nashville, Tennessee. At the 2014 Annual Meeting, stockholders were asked to vote on three proposals: the election of the nine director nominees named in the proxy statement; an advisory vote on executive compensation; and the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014. The voting results at the 2014 Annual Meeting were as follows:

Proposal No. 1: The following nine director nominees were elected to serve on the Company’s Board of Directors until the next annual meeting of stockholders and until their successors are duly elected and qualified.

Name	For		Against		Withheld		Broker Non-Votes
Rhodes R. Bobbitt		34,116,898		—		372,091		4,756,397
Harvey B. Cash		33,999,683		—		489,306		4,756,397
Donald J. Edwards		34,107,034		—		381,955		4,756,397
Jeremy B. Ford		34,108,071		—		380,918		4,756,397
Mark A. Kelly		34,140,130		—		348,859		4,756,397
Tom C. Nichols		34,000,207		—		488,782		4,756,397
Lyndon L. Olson, Jr.		33,998,908		—		490,081		4,756,397
Kenneth D. Russell		34,015,201		—		473,788		4,756,397
William A. Shipp, Jr.		33,998,951		—		490,038		4,756,397

Proposal No. 2: The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

For	Against	Abstain	Broker Non-Votes
32,499,038	1,969,318	20,633	4,756,397

Proposal No. 3: The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014 was ratified.

For	Against	Abstain	Broker Non-Votes
39,217,319	25,789	2,278	—

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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.

	First Acceptance Corporation, a Delaware corporation
Date: May 15, 2014	By:	/s/ BRENT GAY
	Name:	Brent Gay
	Title:	Chief Financial Officer

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