Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
2016 Employee Incentive Plan
On June 2, 2016, the shareholders of American Equity Investment Life Holding Company (the "Company") approved the Company's 2016 Employee Incentive Plan (the "2016 Plan"). A description of the terms and conditions of the 2016 Plan is set forth in the Company's proxy statement for the 2016 Annual Meeting of Shareholders (the "2016 Proxy Statement") filed with the Securities and Exchange Commission on April 18, 2016, and a copy of the 2016 Plan is attached to the 2016 Proxy Statement as Appendix A, which is incorporated herein by reference.
Additionally, copies of the form of Restricted Stock Award Agreement with Respect to Common Stock of the Company and the form of Performance Restricted Stock Unit Award Agreement are attached as Exhibit 10.1 and 10.2, respectively.
Restricted Stock Awards
Effective June 2, 2016, the Compensation Committee of the Board of Directors (the "Compensation Committee") granted restricted stock awards to certain Company employees, including the Company's named executive officers other than David J. Noble and Debra J. Richardson, pursuant to the 2016 Plan. The number of shares granted was equal to the sum of (a) 10% of current base salary divided by the closing price of the Company's common stock on June 2, 2016 and subject to three-year cliff vesting period plus (b) the number of shares of restricted stock such employee was granted in 2015 in a grant subsequently canceled by the Company and such employee, which vest on February 24, 2018. The Compensation Committee also awarded shares of the Company's common stock to Mr. Noble equal to the number of shares of restricted stock he was granted in 2015 in a grant subsequently canceled by the Company and Mr. Noble, which vested immediately as Mr. Noble has attained 65 years of age and has 10 years of service with the Company.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on June 2, 2016. At the Annual Meeting, shareholders considered and voted upon five proposals: (1) to elect a total of four directors to three-year terms; (2) to approve the American Equity Investment Life Holding Company 2016 Employee Incentive Plan, (3) to approve an amendment to the Amended and Restated American Equity Investment Life Holding Company 2014 Independent Insurance Agent Restricted Stock and Restricted Stock Unit Plan to increase the number of shares authorized for issuance, (4) to ratify of the appointment of KPMG LLP as our independent registered public accounting firm for 2016; and (5) to approve, on an advisory basis, the compensation of our named executive officers.
The final results of the voting on each proposal were as follows:
1. Election of Directors
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Nominee
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For
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Withheld
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Broker
Non-Votes
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Alexander M. Clark
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70,442,978
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2,262,752
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2,678,212
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John M. Matovina
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67,248,085
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5,457,645
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2,678,212
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Alan D. Matula
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70,512,348
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2,193,382
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2,678,212
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Gerard D. Neugent
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70,335,106
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2,370,624
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2,678,212
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Mr. Clark, Mr. Matovina, Mr. Matula and Mr. Neugent were elected to serve for a term expiring at the 2019 Annual Meeting of Shareholders or until their successors are elected and qualified.
2. Approval of the American Equity Investment Life Holding Company 2016 Employee Incentive Plan
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For
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Against
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Abstain
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Broker
Non-Votes
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68,423,042
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4,017,748
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264,937
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2,678,215
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The American Equity Investment Life Holding Company 2016 Employee Incentive Plan was approved.
3. Approval of an Amendment to the Amended and Restated American Equity Investment Life Holding Company 2014 Independent Agent Restricted Stock and Restricted Stock Unit Plan
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For
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Against
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Abstain
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Broker
Non-Votes
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69,297,056
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3,151,534
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257,137
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2,678,215
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The Amendment to the Amended and Restated American Equity Investment Life Holding Company 2014 Independent Agent Restricted Stock and Restricted Stock Unit Plan to increase the number of shares authorized for issuance was approved.
4. Ratification of the Appointment of Independent Registered Public Accounting Firm
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For
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Against
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Abstain
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Broker
Non-Votes
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73,751,208
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1,596,226
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36,508
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—
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The appointment of KPMG LLP as our independent auditor for the 2016 fiscal year was ratified.
5. Advisory Vote on Executive Compensation
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For
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Against
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Abstain
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Broker
Non-Votes
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70,058,768
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2,360,504
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286,454
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2,678,216
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The shareholders approved, on an advisory basis, the compensation of our named executive officers.