Delaware
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001-16517
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06-1599088
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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One American Row, Hartford, CT
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06102-5056
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(Address of Principal Executive Offices)
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(Zip Code)
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o
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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 5.02.
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b)
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Mr. Jerry J. Jasinowski retired from the Board of Directors (the “Board” or individually “Director”) of The Phoenix Companies, Inc. (the “Company”), effective Tuesday, May 17, 2011, pursuant to the Company’s policy regarding the retirement of Board members contained in Section 1 of its Corporate Governance Principles. Mr. Jasinowski’s term would have expired at the 2012 Annual Meeting. The Board has decided not to replace Mr. Jasinowski on the Board and therefore as a result, the Company’s Board size is reduced to 10 members.
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(a)
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The 2011 annual meeting of The Phoenix Companies, Inc. (the “Company”) shareholders was held on May 17, 2011.
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(b)
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At the meeting:
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(1)
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the three nominees named in the Company’s proxy statement dated April 1, 2011, Martin N. Baily, John H. Forsgren and Thomas S. Johnson were elected to serve as directors for a three-year term expiring in 2014;
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(2)
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the selection of PricewaterhouseCoopers LLP to serve as the independent registered public accounting firm of the Company for 2011 was ratified;
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(3)
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in an advisory and non-binding vote, the compensation of the Company's named executive officers was approved; and
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(4)
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in an advisory and non-binding vote, the recommended annual vote on the compensation of the Company's named executive officers was approved.
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(c)
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Voting results for each matter are set forth below.
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(1)
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election of three directors:
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Director Name
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For
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Withheld
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Broker
Non-Votes
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Martin N. Baily
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46,850,717 | 2,325,396 | 29,719,805 | ||||||||||
John H. Forsgren
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46,853,302 | 2,322,811 | 29,719,805 | ||||||||||
Thomas S. Johnson
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48,076,577 | 1,099,536 | 29,719,805 |
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(2)
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ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011:
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For
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Against
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Abstain
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77,841,747 | 940,903 | 113,268 |
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(3)
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approval of the compensation of the Company's named executive officers as we described in our proxy statement in an advisory and non-binding vote:
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For
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Against
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Abstain
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Broker Non-Votes
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|||||||||||
44,013,427 | 4,968,431 | 194,255 | 29,719,805 |
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(4)
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approval of the recommended annual advisory and non-binding vote on the compensation of the Company's named executive officers in an advisory and non-binding vote:
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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38,335,883 | 247,727 | 10,399,178 | 193,325 | 29,719,805 |
THE PHOENIX COMPANIES, INC.
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Date: May 23, 2011
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By:
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/s/ Bonnie J. Malley
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Name:
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Bonnie J. Malley
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Title:
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Executive Vice President and
Chief Administrative Officer
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