8-K 1 form8k_june2011.htm FORM 8-K_JUNE 2011 SHAREHOLDER VOTE Form8K_June2011
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
Date of Report (Date of earliest event reported):    June 3, 2011
 
 
FPIC Insurance Group, Inc.
 
(Exact Name of Registrant as Specified in its Charter)
 
FLORIDA
(State or Other Jurisdiction of Incorporation or Organization)
1-11983
 
59-3359111
(Commission file number)
 
(IRS Employer Identification No.) 
1000 Riverside Avenue, Suite 800
Jacksonville, Florida 32204
(Address of Principal Executive Offices)
 
(904) 354-2482
(Registrant's Telephone Number, Including Area Code)
www.fpic.com
 
Not Applicable
 
 
(Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
q    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
q    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
q    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
q    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 

 
Item 5.07    Submission of Matters to a Vote of Security Holders
 
The registrant held its Annual Meeting of Shareholders on June 3, 2011. Represented at the meeting, in person or by proxy, were shares representing 6,660,979 votes, approximately 79.86 percent of the votes represented by issued and outstanding shares entitled to vote.
 
Shareholders voted on the matters set forth below:
 
1. Election of Directors
 
The following nominees for directors were elected to hold office until the 2014 annual meeting of shareholders and until their successors are duly elected and qualified. The number of votes for, against, and abstained and all shares as to which brokers indicated that they did not have the authority to vote ("Broker Non-Votes”) with respect to each director were as follows:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Kenneth M. Kirschner
4,755,022
1,138,382
767,575
David M. Shapiro, M.D.
5,592,948
300,456
767,575
 
The director elections were uncontested. Accordingly, under the registrant's by-laws, each nominee was elected by virtue of having received a plurality of the votes cast at the meeting.
 
 
2. Ratification of the Appointment of Independent Registered Certified Public Accounting Firm
 
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the registrant's independent registered certified public accounting firm for 2011, approval of which required the affirmative vote of a majority of those shares present in person or represented by proxy, was approved based on the following votes:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
6,601,550
56,444
2,985
0
 
 
3. Approval, by Non-Binding Vote, Executive Compensation
 
The proposal to approve, by non-binding vote, executive compensation, approval of which required the affirmative vote of a majority of those shares present in person or represented by proxy was approved based on the following votes:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
5,602,352
281,146
9,906
767,575
 
 
4. Recommend, by Non-Binding Vote, the Frequency of Executive Compensation Vote
 
The proposal to recommend, by non-binding vote, the frequency of executive compensation votes:
1 Year
2 Years
3 Years
Abstain
4,533,257
88,233
1,269,187
2,727

 
 

 
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
FPIC Insurance Group, Inc.
 
 
 
June 3, 2011
By:
/s/ T. Malcolm Graham
 
T. Malcolm Graham
General Counsel and Secretary