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AFSI > SEC Filings for AFSI > Form 8-K on 28-May-2013All Recent SEC Filings

Show all filings for AMTRUST FINANCIAL SERVICES, INC. | Request a Trial to NEW EDGAR Online Pro



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year,

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

As reported in Item 5.07 below, AmTrust Financial Services, Inc.'s (the "Company") shareholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the Company's authorized number of shares of common stock from 100,000,000 shares to 150,000,000 shares. The Company's Board of Directors approved the increase to the Company's authorized shares of common stock on March 5, 2013, subject to approval by the Company's shareholders at the Annual Meeting of Shareholders held on May 23, 2013.

The Amended and Restated Certificate of Incorporation reflecting the increase, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference, was filed with the Secretary of State of the State of Delaware on May 23, 2013. A summary of the amendment was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2013.

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

The Company held its 2013 Annual Meeting of Shareholders on May 23, 2013. The certified results of the matters voted upon at the meeting, which are more fully described in the Company's definitive proxy statement, are as follows:

Description of Matters             For       Withheld              Broker Non-Votes

1. Election of Directors:
Donald T. DeCarlo              59,416,846   2,388,762                  4,121,888
Susan C. Fisch                 61,485,513     340,095                  4,121,888
Abraham Gulkowitz              61,463,167     342,441                  4,121,888
George Karfunkel               59,933,210   1,872,398                  4,121,888
Michael Karfunkel              49,513,722  12,291,886                  4,121,888
Jay J. Miller                  61,152,159     653,449                  4,121,888
Barry D. Zyskind               60,850,168     955,440                  4,121,888

                                   For        Against    Abstain   Broker Non-Votes
2. Ratification of the
appointment of BDO USA, LLP as
the Company's independent
auditor for the year ended
December 31, 2013.             65,824,084      19,443     83,968           -

                                   For        Against    Abstain   Broker Non-Votes
3. Approval of an Amendment to
the Amended and Restated
Certificate of Incorporation
to Increase the Number of
Authorized Shares of Common
Stock from 100,000,000 Shares
to 150,000,000 Shares.         65,528,572     303,678     84,171        11,075

Item 9.01 Exhibits.

(d) Exhibits.

Exhibit No. Description

3.1 Amended and Restated Certificate of Incorporation of the Company.

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