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IPCC > SEC Filings for IPCC > Form 8-K on 23-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, Submission of Matter

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described in Item 5.07 below, at the 2013 Annual Meeting of Shareholders (the "Meeting") of Infinity Property and Casualty Corporation (the "Company"), the Company's shareholders approved the Infinity Property and Casualty Corporation 2013 Stock Incentive Plan, as amended and restated effective May 8, 2013 (the "Plan"). The Plan was unanimously approved by the Company's Board of Directors on February 21, 2013, subject to shareholder approval. Significant terms of the Plan include the following:
750,000 shares of the Company's common stock are reserved for issuance.

The Company is permitted to grant a variety of stock and stock-based awards, including stock options and stock appreciation rights, granted separately or in tandem with each other, restricted shares and restricted share units, both time vested or conditioned on the attainment of performance goals, performance shares and performance units, and unrestricted shares (collectively, "Awards") to "eligible persons," which include the Company's officers, key employees, and non-employee directors.

Performance-based Awards may qualify for the performance-based exception to the $1,000,000 limit on the tax deductibility for compensation paid to certain executives contained in Section 162(m) of the Internal Revenue Code.

No Awards shall be made after May 21, 2023.

As of May 21, 2013, the effective date of the Plan, the Company's 2002 Restricted Stock Plan (as amended and restated effective July 31, 2007), Amended and Restated 2002 Stock Option Plan, Non-Employee Directors' Stock Ownership Plan, and Second Amended and Restated 2008 Performance Share Plan (collectively, the "Prior Plans") terminated, and no further awards may be granted under such Prior Plans. However, all outstanding awards under such Prior Plans shall remain outstanding and be administered and settled in accordance with the terms of such Prior Plans.
The foregoing summary description of the Plan is not intended to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 9, 2013, and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders
On May 21, 2013, the Company's shareholders voted on four proposals, set forth below, at the Meeting. Of the 11,488,714 shares of common stock outstanding as of March 25, 2013, the record date, 11,007,197 shares were represented at the Meeting (in person or by proxy), constituting 95.81% of the outstanding shares entitled to vote. At the Meeting, the shareholders approved all of the director nominees and each of the proposals presented. The final results of voting on each of the proposals is as follows:
Proposal 1. Election of eight directors.
Nominee                   Votes For    Votes Withheld   Broker Non-Votes
Teresa A. Canida          10,832,740           26,351            148,106
Jorge G. Castro           10,832,540           26,551            148,106
James R. Gober            10,729,922          129,169            148,106
Harold E. Layman          10,828,334           30,757            148,106
E. Robert Meaney          10,832,740           26,351            148,106
Drayton Nabers, Jr.       10,828,134           30,957            148,106
William Stancil Starnes   10,832,740           26,351            148,106
Samuel J. Weinhoff        10,828,334           30,757            148,106

Proposal 2. Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm.

Votes For Votes Against Abstentions Broker Non-Votes 10,939,099 41,780 26,300 0

Proposal 3. Approve, in an advisory vote, the compensation of the Company's named executive officers as disclosed in the proxy statement.

Votes For Votes Against Abstentions Broker Non-Votes 10,816,279 16,392 26,420 148,106

Proposal 4. Approve the Infinity Property and Casualty Corporation 2013 Stock Incentive Plan (as amended and restated effective May 8, 2013).

Votes For Votes Against Abstentions Broker Non-Votes 10,047,687 785,104 26,300 148,106

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