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
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Date of report (Date of earliest event reported)
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May 22, 2019 (May 21, 2019)
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ATLANTIC AMERICAN CORPORATION
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(Exact name of registrant as specified in its charter)
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Georgia
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0-3722
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58-1027114
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS employer Identification No.)
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4370 Peachtree Road, N.E., Atlanta, Georgia
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30319
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(404) 266-5500
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N/A
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(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $1.00 per share
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AAME
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NASDAQ Global Market
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Section 5 – Corporate Governance and Management
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting of Shareholders of Atlantic American Corporation (the “Company”) was held on Tuesday, May 21, 2019, at which the following
matters were submitted to a vote of the shareholders, with voting results as set forth below:
(a) A vote
regarding the election of six (6) directors of the Company to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified:
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Shares Voted
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For
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Withhold
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Broker Non-Vote
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Hilton H. Howell, Jr.
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16,772,072
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885,663
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1,702,813
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Robin R. Howell
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16,769,142
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888,593
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1,702,813
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Mark E. Preisinger
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17,404,927
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252,808
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1,702,813
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Joseph M. Scheerer
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17,404,424
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253,311
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1,702,813
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Scott G. Thompson
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16,732,840
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924,895
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1,702,813
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D. Keehln Wheeler
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17,404,424
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253,311
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1,702,813
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(b) A vote regarding the ratification of the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2019:
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Shares Voted
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For
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Against
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Abstain
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19,197,156
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123,038
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40,354
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(c) An advisory vote regarding the compensation of the Company’s named executive officers:
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Shares Voted
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For
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Against
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Abstain
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Broker Non-Vote
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16,881,299
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769,359
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7,077
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1,702,813
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(d) An advisory vote regarding the frequency of the advisory vote on executive compensation:
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Shares Voted For
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Three Years
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Two Years
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One Year
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Abstain
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Broker Non-Vote
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12,958,558
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108,713
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4,476,210
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114,254
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1,702,813
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In accordance with the previous recommendation of the board of directors of the Company and the voting results on this advisory proposal, the
Company has determined to hold an advisory vote regarding the compensation of the Company’s named executive officers every three years.
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SIGNATURES
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 hereunto duly authorized.
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ATLANTIC AMERICAN CORPORATION
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By:
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/s/ J. Ross Franklin
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J. Ross Franklin
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Vice President, Chief Financial Officer and Secretary
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Date: May 22, 2019
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