0001193125-13-102660.txt : 20130312 0001193125-13-102660.hdr.sgml : 20130312 20130312123301 ACCESSION NUMBER: 0001193125-13-102660 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130312 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130312 DATE AS OF CHANGE: 20130312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tower Group, Inc. CENTRAL INDEX KEY: 0001289592 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133894120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50990 FILM NUMBER: 13683248 BUSINESS ADDRESS: STREET 1: 120 BROADWAY STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 BUSINESS PHONE: (212) 655-2000 MAIL ADDRESS: STREET 1: 120 BROADWAY STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 8-K 1 d501377d8k.htm FORM 8-K Form 8-K

 

 

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): March 12, 2013

 

 

Tower Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-50990   13-3894120

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

120 Broadway, 31st Floor

New York, NY 10271

(Address of principal executive offices)

(212) 655-2000

(Registrant’s telephone number, including area code)

 

 

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

 

¨ 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))

 

 

 

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

Tower Group, Inc. (the “Company”) held its special meeting of stockholders on March 12, 2013. At that special meeting, the Company’s stockholders voted to approve the Agreement and Plan of Merger, dated as of July 30, 2012, among the Company, Canopius Bermuda, Delaware Purchaser and Merger Sub, and voted to approve the merger. The Company’s stockholders, in an advisory vote, voted not to approve certain compensatory arrangements between Tower and its named executive officers that are based on or otherwise relate to the merger as described in the proxy statement/prospectus. The Company’s stockholders voted to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the special meeting to adopt the merger agreement and approve the merger, but in view of the approval of the merger by the stockholders, this was not necessary. The final voting results for each matter submitted to a vote of stockholders at the meeting are as follows:

Item 1 – Approval of the Agreement and Plan of Merger, dated as of July 30, 2012, among the Company, Canopius Bermuda, Delaware Purchaser and Merger Sub and approval of the merger

 

Votes For     Votes Against     Votes Abstained  
  33,144,293        115,502        4,842   

Item 2 – Advisory vote on certain compensatory arrangements between Tower and its named executive officers that are based on or otherwise relate to the merger as described in the proxy statement/prospectus

 

Votes For     Votes Against     Votes Abstained  
  13,131,341        20,072,154        61,142   

Item 3 – Approval of the adjournment of the special meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the special meeting to adopt the merger agreement and approve the merger

 

Votes For     Votes Against     Votes Abstained  
  31,088,616        2,159,077        16,944   

At the special meeting of stockholders, as noted above, 39.5% of the shares present in person or by proxy were cast in an advisory vote in support of the compensatory arrangements between the Company and its named executive officers that are based on or otherwise relate to the merger as described in the proxy statement/prospectus. However, pursuant to the terms of the Company’s 2008 Long Term Equity Compensation Plan, which was approved by the Company’s stockholders at the Company’s

annual meeting of stockholders on May 15, 2008, the Company is required to comply with such compensatory arrangements. Therefore, in accordance with such terms, the unvested shares of stock issued to the participants in such Plan will vest upon the closing of the merger.

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.

 

     

Tower Group, Inc.

      Registrant
Date: March 12, 2013      

/s/ Elliot S. Orol

     

ELLIOT S. OROL

Senior Vice President,

General Counsel and Secretary