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NATL > SEC Filings for NATL > Form 8-K on 8-May-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters to a Vo

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 2, 2013, the shareholders of National Interstate Corporation (the "Company") approved an Amendment to the Company's Long Term Incentive Plan (the "Plan"), under which 500,000 shares were added to the Plan.

The Plan, as amended, is attached as Exhibit 10.1 to this Current Report on Form 8-K.

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

The Annual Meeting of Shareholders of the Company was held on May 2, 2013. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:

1. Election of Directors. The shareholders of the Company voted on a cumulative basis and elected the following six Class I directors, each to serve until the 2015 Annual Meeting of Shareholders or until their successor is duly elected and qualified: Joseph E. (Jeff) Consolino, Gary J. Gruber, Donald D. Larson, David W. Michelson, Donald W. Schwegman, and Michael A. Spachman. The following is a breakdown of the voting results:

                                              VOTES            VOTES
              DIRECTOR                         FOR1          WITHHELD
              Joseph E. (Jeff) Consolino     17,382,818       1,805,786
              Theodore H. Elliott, Jr.        9,207,645         415,413
              Gary J. Gruber                 17,306,683       1,805,356
              Donald D. Larson               17,377,740       1,808,506
              David W. Michelson             17,211,840       1,452,696
              Donald W. Schwegman            17,294,847         236,366
              Michael A. Spachman            16,874,274               0

1Votes for are represented on a cumulative voting basis.

There were 552,848 broker non-votes for Proposal No. 1.

Michael A. Spachman was duly appointed to the Company's Audit Committee at a Board of Directors meeting on May 2, 2013, following the Annual Meeting of Shareholders.

2. Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm. The shareholders of the Company ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm. The following is a breakdown of the voting results:

19,356,478 64,618 19,052 0

3. Advisory Vote on Executive Compensation. The shareholders of the Company voted to approve the following advisory (non-binding) proposal:

RESOLVED, that the shareholders of National Interstate Corporation approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Company's 2013 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which includes the Compensation Discussion and Analysis, the compensation tables and any related material).

18,676,357 191,570 19,373 552,848

4. Approval of Amendment to Long Term Incentive Plan. The shareholders of the Company voted to approve an Amendment to the Plan to add 500,000 shares to the Plan.

16,621,695 2,246,332 19,273 552,848

ITEM 8.01 Other Events.

On May 2, 2013, the Board of Directors of the Company approved a dividend of $0.11 per common share, payable on June 11, 2013 to shareholders of record of the Company's common shares as of the close of business on May 24, 2013.

A copy of the Company's press release announcing the dividend is attached hereto as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Long Term Incentive Plan, as amended
99.1 Press Release of National Interstate Corporation dated May 8, 2013

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