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TWGP > SEC Filings for TWGP > Form 8-K on 6-Aug-2014All Recent SEC Filings

Show all filings for TOWER GROUP INTERNATIONAL, LTD.

Form 8-K for TOWER GROUP INTERNATIONAL, LTD.


6-Aug-2014

Submission of Matters to a Vote of Security Holders


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

Tower Group International, Ltd. (the "Company") held its special general meeting of shareholders on August 6, 2014. At that special general meeting, the Company's shareholders voted to approve and adopt the Agreement and Plan of Merger, dated as of January 3, 2014, as amended pursuant to Amendment No. 1 to the Agreement and Plan of Merger, by and among the Company, ACP Re, Ltd. and London Acquisition Company Limited, and the agreement between the Company, ACP Re, Ltd. and London Acquisition Company Limited required by Section 105 of the Bermuda Companies Act of 1981, as amended, and voted to approve the merger. The Company's shareholders, in an advisory vote, voted to approve certain compensatory arrangements between the Company and its named executive officers that are based on or otherwise relate to the merger, as described in the proxy statement. The Company's shareholders voted to approve the adjournment of the special general meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the special general meeting to adopt the merger agreement and approve the merger, but in view of the approval of the merger by the shareholders, this was not necessary. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:

Item 1 - Approval of the Agreement and Plan of Merger, dated as of January 3,
2014, as amended pursuant to Amendment No. 1 to the Agreement and Plan of Merger, by and among the Company, ACP Re, Ltd. and London Acquisition Company Limited, and the agreement between the Company, ACP Re, Ltd. and London Acquisition Company Limited required by Section 105 of the Bermuda Companies Act of 1981, as amended, and approval of the merger

Votes For Votes Against Votes Abstained 37,767,866 500,777 85,690

Item 2 - Advisory vote on certain compensatory arrangements between the Company
and its named executive officers that are based on or otherwise relate to the merger as described in the proxy statement

Votes For Votes Against Votes Abstained 35,617,082 2,096,216 641,035

Item 3 -Approval of the adjournment of the special general meeting, if
necessary, to solicit additional proxies if there were not sufficient votes at the time of the special general meeting to adopt the merger agreement and approve the merger

Votes For Votes Against Votes Abstained 35,759,447 2,422,392 172,494


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