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HALL > SEC Filings for HALL > Form 8-K on 31-May-2013All Recent SEC Filings

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Form 8-K for HALLMARK FINANCIAL SERVICES INC


31-May-2013

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


Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of Hallmark Financial Services, Inc. (the "Company") was held on May 30, 2013. Of the 19,263,457 shares of common stock of the Company entitled to vote at the meeting, 15,293,734 shares were represented at the Annual Meeting in person or by proxy.

At the Annual Meeting, the following individuals were elected to serve as directors of the Company and received the number of votes set forth opposite their respective names:

                                     Votes Against       Abstentions and
    Director        Votes For         Or Withheld       Broker Non-Votes
Mark E. Schwarz      14,639,309          428,269              222,256
Scott T. Berlin      13,976,972         1,090,606             222,256
James H. Graves      13,940,901         1,126,677             222,256
Jim W. Henderson     14,406,810          660,768              222,256

The Board of Directors submitted to the shareholders for a non-binding, advisory vote the following resolution (the "Say-On-Pay Resolution"):

"RESOLVED, that the shareholders hereby approve the compensation paid to the Company's executive officers as disclosed pursuant to Item 402 of Regulation S-K under the heading 'EXECUTIVE COMPENSATION' in the Company's 2013 Proxy Statement, including the compensation tables and narrative discussion."

At the Annual Meeting, 14,032,588 shares were voted in favor of the Say-On-Pay Resolution; 57,827 shares were voted against the Say-On-Pay Resolution; and 522,434 shares abstained from voting or were broker non-votes on the Say-On-Pay Resolution.

Shareholders also voted on a proposal to amend the Company's 2005 Long Term Incentive Plan (the "2005 LTIP") to authorize the grant of restricted stock units, in addition to the other types of awards available thereunder. At the Annual Meeting, 14,101,093 shares were voted in favor of the proposal to amend the 2005 LTIP; 371,404 shares were voted against the proposal to amend the 2005 LTIP; and 139,802 shares abstained from voting or were broker non-votes on the proposal to amend the 2005 LTIP.

No other matter was voted upon at the Annual Meeting.



Item 8.01 Other Events

In accordance with the majority vote at the Company's 2011 Annual Meeting of Shareholders, the board of directors has determined to provide the shareholders an opportunity to approve executive compensation every year. Accordingly, a non-binding, advisory vote on a resolution approving executive compensation will again be submitted to shareholders at the 2014 Annual Meeting of Shareholders.

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