Current Report Filing (8-k)
December 17 2019 - 3:35PM
Edgar (US Regulatory)
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): December 17, 2019
1347
PROPERTY INSURANCE HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36366
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46-1119100
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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970
Lake Carillon Drive, Suite 314, St. Petersburg, FL 33716
(Address of principal executive offices, including Zip Code)
(813)
579-6213
(Registrant’s
telephone number, including area code)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on
which registered
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Common
Stock, $0.001 par value per share
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PIH
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The
Nasdaq Stock Market LLC
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8.00%
Cumulative Preferred Stock, Series A, $25.00 par value per share
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PIHPP
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The
Nasdaq Stock Market LLC
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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 Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company
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[X]
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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
3.03. Material Modification to Rights of Security Holders.
The
information set forth in Item 5.03 below is incorporated by reference herein.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment
to Certificate of Incorporation
At
the Annual Meeting of Stockholders of 1347 Property Insurance Holdings, Inc. (the “Company”) held on December 17,
2019 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Third Amended
and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to declassify the Company’s Board
of Directors and provide for the annual election of directors and to make other conforming changes. The amendment became effective
on December 17, 2019 upon the Company’s filing of a Certificate of Amendment to the Certificate of Incorporation (the “Certificate
of Amendment”) with the Delaware Secretary of State.
Pursuant
to the Certificate of Amendment, the declassification of the Board of Directors will be implemented as follows:
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●
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The
directors who were elected at the Annual Meeting, Rita Hayes, Lewis M. Johnson and Dennis
A. Wong, will serve a one-year term expiring at the Company’s 2020 Annual Meeting
of Stockholders (the “2020 Annual Meeting”).
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●
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Each
of D. Kyle Cerminara, Larry G. Swets, Jr. and Scott D. Wollney will continue to serve
as directors in the class whose term ends at the 2020 Annual Meeting. At the 2020 Annual
Meeting, Messrs. Cerminara, Swets and Wollney and Ms. Hayes and Messrs. Johnson and Wong
or their successors who are nominated by the Board of Directors to serve as directors
will stand for election to serve one-year terms.
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●
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Each
of Marsha G. King and E. Gray Payne or their successors will continue to serve as directors
in the class whose term ends at the Company’s 2021 Annual Meeting of Stockholders
(the “2021 Annual Meeting”). At the 2021 Annual Meeting and at each annual
meeting thereafter, all directors will stand for election to serve one-year terms.
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Amendments
to By-Laws
At
the Annual Meeting, the Company’s stockholders also approved amendments to the Company’s Second Amended and Restated
By-Laws (the “By-Laws”) related to the declassification of the Board of Directors, including an amendment to permit
the Company’s stockholders to remove a director at any time with or without cause in accordance with Delaware law (the “By-Laws
Amendments”). The By-Laws Amendments became effective on December 17, 2019 upon the effectiveness of the Certificate
of Amendment.
Summaries
of the Certificate of Amendment and the By-Laws Amendments are included in Proposals 2 and 3 of the Company’s Definitive
Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 30, 2019 (the “Proxy Statement”).
The summaries of the Certificate of Amendment and the By-Laws Amendments contained herein and in the Proxy Statement do not purport
to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Certificate of Amendment
and the By-Laws Amendments, copies of which are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively,
and are incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
Company held its Annual Meeting on December 17, 2019. At the Annual Meeting, a total of 5,747,078 shares were present in
person or by proxy, and the Company’s stockholders acted upon the following matters: (i) the election of three director
nominees to the Board of Directors, each to serve for a term as described in the Proxy Statement; (ii) the approval of amendments
to the Certificate of Incorporation and the By-Laws to declassify the Board of Directors and to provide for directors to be elected
annually; (iii) the approval of an amendment to the By-Laws to permit stockholders to remove a director with or without cause;
and (iv) the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2019. The Company’s stockholders elected the three directors standing for election
and approved each of the proposals. The following is a summary of the voting results for each matter presented to stockholders.
Proposal
No. 1 – Election of Directors.
Name
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Shares
For
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Shares
Withheld
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Broker
Non-Votes
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Rita Hayes
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5,041,936
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139,908
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565,234
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Lewis M. Johnson
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5,039,053
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142,791
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565,234
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Dennis A. Wong
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4,989,825
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192,019
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565,234
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As
discussed in Item 5.03 herein, as a result of the approval by the Company’s stockholders of the amendment to the
Certificate of Incorporation and the By-Laws Amendments at the Annual Meeting, Ms. Hayes and Messrs. Johnson and Wong were
elected to serve one-year terms expiring at the 2020 Annual Meeting. The other members of the Board of Directors whose terms of
office continued after the Annual Meeting were: D. Kyle Cerminara, Larry G. Swets, Jr. and Scott D. Wollney (with terms expiring
at the 2020 Annual Meeting) and Marsha G. King and E. Gray Payne (with terms expiring at the 2021 Annual Meeting). Mr. Cerminara
serves as Chairman of the Board and Mr. Johnson serves as Co-Chairman of the Board.
Proposal
No. 2 – Approval of Amendments to the Certificate of Incorporation and By-Laws to Declassify the Board of Directors and
to Provide for Directors to be Elected Annually.
Shares For
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Shares Against
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Shares Abstaining
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Broker Non-Votes
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5,151,542
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7,800
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22,502
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565,234
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Proposal
No. 3 – Approval of an Amendment to the By-Laws to Permit Stockholders to Remove a Director With or Without Cause.
Shares For
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Shares Against
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Shares Abstaining
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Broker Non-Votes
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5,151,221
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8,077
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22,546
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565,234
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Proposal
No. 4 – Ratification of the Appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting
Firm for the Fiscal Year Ending December 31, 2019.
Shares For
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Shares Against
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Shares Abstaining
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Broker Non-Votes
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5,723,213
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300
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23,565
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0
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Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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 hereunto duly authorized.
Date:
December 17, 2019
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1347
PROPERTY INSURANCE HOLDINGS, INC.
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By:
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/s/
John S. Hill
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John
S. Hill
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Chief
Financial Officer
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