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IPCC > SEC Filings for IPCC > Form 8-K on 9-May-2013All Recent SEC Filings

Show all filings for INFINITY PROPERTY & CASUALTY CORP | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Financial Statements

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

On April 15, 2013, Infinity Property and Casualty Corporation ("Infinity" or the "Company") filed a proxy statement (the "Proxy Statement") for its 2013 annual meeting of stockholders (the "Annual Meeting"), which is to be held on May 21, 2013. The Proxy Statement included a proposal to approve the Infinity Property and Casualty Corporation 2013 Stock Incentive Plan (the "Plan").

On or about May 7, 2013, Institutional Shareholder Services Inc. ("ISS") published a proxy analysis and vote recommendation for the Annual Meeting. The proposal to approve the Plan (Proposal Number 4) received an unfavorable recommendation from ISS because the shareholder value transfer for the Plan, as determined by ISS using its proprietary model, was 1% greater than ISS's company-specific allowable cap.

Effective as of May 8, 2013, in response to the ISS recommendation, the Board of Directors of the Company approved an Amended and Restated Plan, reducing the proposed number of shares reserved for issuance under the Plan from 1,000,000 to 750,000 shares.

The foregoing is a summary description of certain terms of the Plan and is qualified in its entirety by reference to the full text of the Plan, as modified as described above, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Amended and Restated Infinity Property and Casualty Corporation 2013
10.1 Stock Incentive Plan

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