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Section 1: 8-K (FORM 8-K)

Form 8-K





Washington, D.C. 20549






Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2018



Donegal Group Inc.

(Exact name of registrant as specified in its charter)




Delaware   0-15341   23-02424711

(State or other jurisdiction

of incorporation)



file number)


(I.R.S. employer

identification no.)

1195 River Road, Marietta, Pennsylvania   17547
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: 717-426-1931

Not Applicable

(Former name or former address, if changed since last report)



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:


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 (17 CFR 240.14a-12)


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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




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

We held our annual meeting of stockholders on April 19, 2018. The results of the voting at our annual meeting of stockholders were as follows:


    The total number of votes represented at the annual meeting in person or by proxy by the holders of our Class A common stock and the holders of our Class B common stock was 7,280,987 of the total of 7,839,098 votes entitled to vote at the annual meeting by the holders of all shares of Class A common stock and all shares of Class B common stock outstanding on the record date.


    At the annual meeting, the stockholders elected Dennis J. Bixenman, Kevin M. Kraft, Sr., Jon M. Mahan and Richard D. Wampler, II as Class B Directors to serve for a term of three years and until their successors take office. The votes cast for the election of Class B Directors were as follows:


     Number of Votes  
     For      Withheld      Broker Non-Votes  

Dennis J. Bixenman

     7,008,070        51,294        221,623  

Kevin M. Kraft, Sr.

     6,994,149        65,215        221,623  

Jon M. Mahan

     6,995,372        63,992        221,623  

Richard D. Wampler, II

     6,992,441        66,923        221,623  

There were no other nominations of candidates for election as Class B Director. There were no abstentions with respect to the election of Class B Directors.

Our stockholders also voted to approve the following additional action:


    Ratification of the selection by the audit committee of our board of directors of KPMG LLP as our independent registered public accounting firm for 2018.


Number of Votes







Broker Non-Votes


  65,782   1,964   —  




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.



/s/ Jeffrey D. Miller

  Jeffrey D. Miller, Executive Vice
  President and Chief Financial Officer

Date: April 23, 2018



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