-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DSezapXNvUj40gkpIFd29537eC2/gO0sr9HuySQXvTGVKfde3/H1KDKUohOkr5cl EQ0hvm+fTlULj45LII3Q/Q== 0000950123-11-003414.txt : 20110118 0000950123-11-003414.hdr.sgml : 20110117 20110118160710 ACCESSION NUMBER: 0000950123-11-003414 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110114 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110118 DATE AS OF CHANGE: 20110118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MERCURY FINANCIAL CORP CENTRAL INDEX KEY: 0000929186 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 383164336 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33077 FILM NUMBER: 11533353 BUSINESS ADDRESS: STREET 1: 29621 NORTHWESTERN HWY STREET 2: PO BOX 5096 CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 8103584010 MAIL ADDRESS: STREET 1: 29621 NORTHWESTERN HGWY STREET 2: PO BOX 5096 CITY: SOUTHFIELD STATE: MI ZIP: 48086 8-K 1 k49973e8vk.htm FORM 8-K e8vk
 
 
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): January 14, 2011
FIRST MERCURY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware   001-33077   38-3164336
         
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification Number)
         
26600 Telegraph Road
    
Southfield, Michigan
   48033
     
(Address of Principal Executive Offices)
   (Zip 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:
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 5.07   Submission of Matters to a Vote of Security Holders
A Special Meeting of the Stockholders of First Mercury Financial Corporation (the “Company ”) was held on January 14, 2011 to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of October 28, 2010, as amended on December 30, 2010 (the “Merger Agreement”), among Fairfax Financial Holdings Limited, a Canadian corporation (“Fairfax”), Fairfax Investments III USA Corp., a Delaware corporation and an indirect wholly owned subsidiary of Fairfax, and the Company.
Adoption of the Merger Agreement required that stockholders of the Company representing at least a majority of the outstanding shares of the Company’s common stock vote in favor of the proposal. The final vote on this first matter was as follows:
         
Votes For   Votes Against   Abstentions
14,890,367   8,162   100
Since the votes for the matter constituted approximately 84% of the 17,752,360 outstanding shares of the Company’s common stock as of December 13, 2010, the record date for the special meeting, the Merger Agreement was adopted by the stockholders of the Company.
Because the proposal to adopt the Merger Agreement was approved by the Company’s stockholders, a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies was not presented to the stockholders.
Brokers did not have discretionary voting authority on either matter and, as a result, there were no broker non-votes. No votes were withheld for either matter.

 

 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange act of 1934, as amended, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  FIRST MERCURY FINANCIAL CORPORATION
 		  
DATE: January 18, 2011  BY: /s/ Richard H. Smith    
  Name:   Richard H. Smith   
  Title:   Chairman, President and Chief Executive Officer   
 

 

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