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TCHC > SEC Filings for TCHC > Form 8-K on 12-Sep-2012All Recent SEC Filings

Show all filings for FEDERATED NATIONAL HOLDING CO | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FEDERATED NATIONAL HOLDING CO


12-Sep-2012

Submission of Matters to a Vote of Security Holders, Other Events


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

Annual Meeting of Shareholders

On September 11, 2012, 21st Century Holding Company (the "Company") held its annual meeting of shareholders. A total of 6,815,784 of the Company's outstanding shares of common stock, representing approximately 85.8% of the shares eligible to vote, were present or represented by proxy at the annual meeting. The following four proposals were voted on at the annual meeting, and each was approved by the Company's shareholders with the necessary number of votes required by the Company's charter documents and applicable corporate law:

1. The election of Bruce F. Simberg and Richard W. Wilcox, Jr. as Class II directors to serve until the annual meeting of shareholders to be held in 2015 or until their successors are elected and qualified;

2. To approve an amendment to the Company's Amended and Restated Articles of Incorporation to change the Company's name to Federated National Holding Company;

3. To approve the 2012 Incentive Stock Plan; and

4. To ratify the appointment of DeMeo Young McGrath as the Company's independent registered public accounting firm for the 2012 fiscal year.

The table below states the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, for each of the proposals voted on at the annual meeting:

                                                                                    Broker
Description of Matter                 For      Against    Withheld   Abstentions   Non-Votes
1. Election of Directors:

   Bruce F. Simberg                3,446,549     N/A      490,550        N/A       2,878,685

   Richard W. Wilcox, Jr.          3,443,631     N/A      493,468        N/A       2,878,685

2. Amendment to the Company's      6,623,308   133,489      N/A        58,987         N/A
   Amended and Restated Articles
   of Incorporation to change
   the Company's name to
   Federated National Holding
   Company

3. Approval of the 2012            3,148,478   766,226      N/A        22,395         N/A
   Incentive Stock Plan.

4. Ratification of the             6,634,394    99,701      N/A        81,689         N/A
   appointment of DeMeo Young
   McGrath as the Company's
   independent registered public
   accounting firm for the 2012
   fiscal year.



Item 8.01. Other Events.

Following receipt of shareholder approval as described above, the Company filed an amendment to its Amended and Restated Articles of Incorporation to change its corporate name to Federated National Holding Company. The Company's Nasdaq trading symbol has also changed to "FNHC."

Item 9.01. Exhibits.

(d) Exhibits

3.1 Amendment dated September 11, 2012 to Amended and Restated Articles of Incorporation of the Company.

99.1 Press release dated September 11, 2012


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