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

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):   May 30, 2019  

 

HALLMARK FINANCIAL SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada

(State or Other Jurisdiction of Incorporation)

 

001-11252  87-0447375
(Commission File Number)  (IRS Employer Identification No.)

 

777 Main Street, Suite 1000, Fort Worth, Texas  76102
(Address of Principal Executive Offices)  (Zip Code)

 

817-348-1600

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock $0.18 par value HALL Nasdaq Global Market

 

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 (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 5.07Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Shareholders of Hallmark Financial Services, Inc. (the “Company”) was held on May 30, 2019. Of the 18,123,093 shares of common stock of the Company entitled to vote at the meeting, 15,781,624 shares were represented at the Annual Meeting in person or by proxy.

 

Item 1 – Election of Directors

 

At the Annual Meeting, the following individuals were elected to serve as directors of the Company and received the number of votes set forth opposite their respective names:

 

 

Director

 

 

Votes For

 

Votes Against

Or Withheld

 

Abstentions and

Broker Non-Votes

          
Mark E. Schwarz  14,185,749  1,595,875  -0-
Scott T. Berlin  12,051,241  3,730,383  -0-
James H. Graves  11,556,056  4,225,568  -0-
Mark E. Pape  13,384,457  2,397,167  -0-

 

Item 2 – Advisory Vote on Say-On-Pay Resolution

 

The Board of Directors submitted to the shareholders for a non-binding, advisory vote the following resolution (the “Say-On-Pay Resolution”):

 

“RESOLVED, that the shareholders hereby approve the compensation paid to the Company’s executive officers as disclosed pursuant to Item 402 of Regulation S-K under the heading ‘EXECUTIVE COMPENSATION’ in the Company’s 2019 Proxy Statement, including the compensation tables and narrative discussion.”

 

At the Annual Meeting, 14,134,182 shares were voted in favor of the Say-On-Pay Resolution; 1,547,863 shares were voted against the Say-On-Pay Resolution; 99,579 shares abstained from voting; and there were no broker non-votes on the Say-On-Pay Resolution.

 

Item 3 - Other Business

 

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: May 30, 2019 By: /s/ Jeffrey R. Passmore  
    Jeffrey R. Passmore, Chief Financial Officer  

 

 

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