8-K 1 pma8k.htm PMA CAPITAL CORPORATION FORM 8-K pma8k.htm
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 5, 2010
 
PMA Capital Corporation
 
(Exact name of registrant as specified in its charter)
 
Pennsylvania
  
001-31706
  
23-2217932
(State or other jurisdiction of
incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)
 
380 Sentry Parkway
Blue Bell, Pennsylvania
  
19422
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code:
 
          (610) 397-5298
 

(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):
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 1.01.  Entry into a Material Definitive Agreement.
 
On May 5, 2010, PMA Capital Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (“AST”) amended the Section 382 Rights Agreement between the Company and AST.  The amendment requires the Company to submit its Section 382 Shareholder Rights Plan to its shareholders for approval every three years.  If the rights plan is not approved at the Company’s annual meeting of shareholders held in 2013 or 2016, the plan will terminate following the meeting.
 
A copy of the amendment is filed as exhibit 4.1 to this Form 8-K.
 
Item 5.07.  Submission of Matters to a Vote of Security Holders
 
           On May 5, 2010, at the Annual Meeting of Shareholders of the Company, the shareholders of the Company elected three directors to serve for a three-year term, approved the Company’s Section 382 Shareholder Rights Plan and ratified the appointment of ParenteBeard LLC as the Company’s independent registered public accounting firm for 2010.  The final voting results for the proposals are set forth below.
 
1.  Elect three directors to serve until the 2013 Annual Meeting of Shareholders
 
 
Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Patricia A. Drago
  
 26,286,217
  
 232,267
  
 3,134,878
J. Gregory Dricoll
  
 26,284,669
  
 233,815
  
 3,134,878
Richard Lutenski
  
 26,282,874
  
 235,610
  
 3,134,878

 
2.  Approve the adoption of a Section 382 Shareholder Rights Plan
 
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
 23,686,114
  
 2,824,448
  
 7,922
  
 3,134,878

 
3.  Ratify the appointment of ParenteBeard LLC as the Company’s independent registered public accounting firm for 2010
 
 
Votes For
 
Votes Against
 
Abstentions
 
 29,578,054
  
 73,744
  
 1,564

 
 
 
 
 
 
Item 9.01. Financial Statements and Exhibits.
 
 
(d)  Exhibits
 
Exhibit No.             Description                                                                                                           
 
 

 
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 thereunto duly authorized.
 
       
PMA Capital Corporation
 
       
May 6, 2010
      
By:
/s/ Stephen L. Kibblehouse 
           
Name:
  
Stephen L. Kibblehouse
           
Title:
  
Executive Vice President and
General Counsel
                 


 
 
 
 
Exhibit Index
 
 
Exhibit No.             Description