FEDERATED NATIONAL HOLDING COMPANY
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(Exact name of registrant as specified in its charter)
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Florida
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0-2500111
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65-0248866
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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14050 NW 14 Street, Suite 180
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Sunrise, FL
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33323
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(Address of principal executive offices)
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(Zip Code)
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21ST CENTURY HOLDING COMPANY
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(Former Name or Former Address, if Changed Since Last Report)
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o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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1.
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The election of Bruce F. Simberg and Richard W. Wilcox, Jr. as Class II directors to serve until the annual meeting of shareholders to be held in 2015 or until their successors are elected and qualified;
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2.
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To approve an amendment to the Company's Amended and Restated Articles of Incorporation to change the Company's name to Federated National Holding Company;
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3.
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To approve the 2012 Incentive Stock Plan; and
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4.
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To ratify the appointment of DeMeo Young McGrath as the Company’s independent registered public accounting firm for the 2012 fiscal year.
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Description of Matter |
For
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Against
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Withheld
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Abstentions
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Broker
Non-Votes
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1. |
Election of Directors:
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Bruce F. Simberg
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3,446,549
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N/A
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490,550
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N/A
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2,878,685
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Richard W. Wilcox, Jr.
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3,443,631
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N/A
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493,468
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N/A
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2,878,685
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2. |
Amendment to the Company's Amended and Restated Articles of Incorporation to change the Company's name to Federated National Holding Company
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6,623,308
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133,489
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N/A
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58,987
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N/A
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3. |
Approval of the 2012 Incentive Stock Plan.
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3,148,478
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766,226
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N/A
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22,395
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N/A
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4. |
Ratification of the appointment of DeMeo Young McGrath as the Company’s independent registered public accounting firm for the 2012 fiscal year.
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6,634,394
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99,701
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N/A
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81,689
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N/A
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Item 8.01.
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Other Events.
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Item 9.01.
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Exhibits.
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(d)
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Exhibits
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Amendment dated September 11, 2012 to Amended and Restated Articles of Incorporation of the Company.
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99.1 | Press release dated September 11, 2012 |
21ST CENTURY HOLDING COMPANY | |||
Date: September 12, 2012
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By: |
/s/ Peter J. Prygelski, III
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Name:
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Peter J. Prygelski, III
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Title:
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Chief Financial Officer
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(Principal Accounting and Financial Officer) |
FIRST:
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Article I of the Company’s Amended and Restated Articles of Incorporation is hereby amended to read in its entirety as follows:
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SECOND:
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Article II of the Company’s Amended and Restated Articles of Incorporation is amended to read in its entirety as follows:
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THIRD:
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Except as hereby expressly amended, the Amended and Restated Articles of Incorporation of the Company shall remain the same.
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FOURTH:
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The foregoing amendment was approved by the shareholders of the Company on September 11, 2012. The number of votes cast for the amendment was sufficient for approval. There were no voting groups entitled to vote separately on the amendment.
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/s/ Michael H. Braun | ||||
Name: | Michael H. Braun | |||
Title: | Chief Executive Officer & President |