Hallmark Financial Services Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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CURRENT REPORT PURSUANT
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Item 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Hallmark Financial Services, Inc. (the “Company” was reconvened on October 5, 2023, after such meeting was convened and adjourned on September 7, 2023. The following matters were submitted to the stockholders of the Company entitled to vote at the Annual Meeting (the “Stockholders”), which are more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on July 20, 2023:
Proposal #1 | To approve and adopt an amendment to the Company’s Restated Articles of Incorporation (the “Tax Asset Protection Amendment”) designed to restrict certain transfers of stock to protect the tax benefits of the Company’s net operating loss carryforwards; |
Proposal #2 | To approve and adopt an amendment to the Company’s Restated Articles of Incorporation (the “Capital Authorization Amendment”) in order to authorize the issuance of (a) 200,000,000 shares of a newly created class of common stock to be named “Class A Common Stock” and (b) 10,000,000 shares of preferred stock, with rights and preferences to be determined by the Company’s Board of Directors from time to time; and |
Proposal #4 | To elect four (4) directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified; and |
Proposal #5 | To conduct an advisory vote approving the Company’s compensation of its named executive officers (the “Say-On-Pay Proposal”); and |
Proposal #6 | To conduct an advisory vote on the frequency of future advisory votes on the Company’s compensation of its named executive officers (the “Say-On-Frequency Proposal”). |
On July 10, 2023, the record date for the Annual Meeting, there were 1,818,482 shares of Common Stock issued, outstanding and entitled to vote. Stockholders holding 1,273,409 shares were present at the meeting, in person or represented by proxy. Each of the two charter amendment proposals were passed with a majority of the shares of the company’s issued and outstanding shares of common stock voting in favor of these amendments. Each of the director nominees was elected to hold office until their respective successor is duly elected and qualified or until their earlier death, resignation or removal. In addition, the Stockholders also approved an advisory vote on executive compensation and an advisory vote on the frequency (3 years) of the advisory vote on executive compensation. The following tables show the results of the voting for each proposal. There were no broker non-votes cast at the Annual Meeting.
Prop #1 | With respect to the adoption of the Tax Asset Protection Amendment, the proposal received the following votes to approve: |
1,001,316 |
| shares were voted in favor |
263,987 | shares were voted opposed; and | |
6,376 | shares abstained from voting. |
Prop #2 | With respect to the adoption of the Capital Authorization Amendment, the proposal received the following votes to approve: |
983,701 |
| shares were voted in favor |
284,910 | shares were voted opposed; and | |
1,798 | shares abstained from voting. |
Prop #4 | With respect to the election of directors, the respective nominees received the following votes: |
| FOR |
| AGAINST |
| ABSTAIN | |
Mark E. Schwarz | 1,205,910 | 63,135 | 1,364 | |||
Scott T. Berlin | 1,064,015 | 205,018 | 1,376 | |||
Doug Slape | 1,202,748 | 66,305 | 4,356 | |||
Mark E. Pape | 1,204,710 | 63,958 | 1,741 |
Prop #5 | With respect to the adoption of the Say-On-Pay Proposal, the proposal received the following votes to approve |
1,190,172 |
| shares were voted in favor |
76,398 | shares were voted opposed; and | |
3,839 | shares abstained from voting. |
Prop #6 | With respect to the advisory vote on the Say-On-Frequency Proposal, the proposal received the following votes related to frequency of Say-On-Pay resolutions going forward: |
929,568 |
| shares voted in favor of EVERY THREE YEARS |
1,431 | shares voted in favor of EVERY TWO YEARS | |
333,860 | shares voted in favor of EVERY YEAR | |
5,549 | shares abstained from voting. |
Other Matters.
No other matters were voted on at the Annual Meeting.
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 duly authorized.
| HALLMARK FINANCIAL SERVICES, INC. | |||
Date: | October 10, 2023 | By: | /s/ CHRISTOPHER J. KENNEY | |
Christopher J. Kenney, Chief Executive Officer | ||||