UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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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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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) if the Exchange Act. ¨
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Independence Holding Company (the “Company”) was held on November 10, 2020. Matters submitted to stockholders at the meeting and the voting results thereof were as follows:
Proposal One – Election of Directors
The stockholders of the Company elected each of the following director nominees proposed by the Company’s Board of Directors to serve until the next annual meeting of stockholders of the Company. The voting results for each director nominee are set forth below.
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Name |
| For |
| Withheld |
| Broker Non-Votes |
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Mr. Larry R. Graber |
| 11,341,336 |
| 1,705,280 |
| 1,130,978 |
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Ms. Teresa A. Herbert |
| 11,661,829 |
| 1,384,787 |
| 1,130,978 |
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Mr. David T. Kettig |
| 11,659,976 |
| 1,386,640 |
| 1,130,978 |
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Mr. Allan C. Kirkman |
| 12,346,110 |
| 700,506 |
| 1,130,978 |
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Mr. John L. Lahey |
| 12,717,159 |
| 329,457 |
| 1,130,978 |
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Mr. Steven B. Lapin |
| 11,341,260 |
| 1,705,356 |
| 1,130,978 |
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Mr. Ronald I. Simon |
| 12,392,928 |
| 653,688 |
| 1,130,978 |
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Mr. James G. Tatum |
| 12,285,314 |
| 761,302 |
| 1,130,978 |
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Mr. Roy T. K. Thung |
| 11,725,789 |
| 1,320,827 |
| 1,130,978 |
Proposal Two – Ratification of Appointment of Independent Auditors
The stockholders of the Company ratified the appointment of RSM US LLP as the Company’s independent auditor for the fiscal year ended December 31, 2020. The voting results for the appointment of RSM US LLP are set forth below.
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For |
| Against |
| Abstention |
| Broker Non-Votes |
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14,170,322 |
| 5,850 |
| 1,422 |
| 0 |
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Proposal Three – Approval, by a non-binding advisory vote, of the compensation of IHC's named executive officers
The stockholders of the Company approved, by a non-binding advisory vote, the compensation of IHC's named executive officers. The voting results for the approval of executive compensation are set forth below.
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For |
| Against |
| Abstention |
| Broker Non-Votes |
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12,481,650 |
| 329,775 |
| 235,191 |
| 1,130,978 |
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Proposal Four – Approval of the amendments to the Independence Holding Company 2016 Stock Incentive Plan
The stockholders of the Company approved the amendments to the Independence Holding Company 2016 Stock Incentive Plan. The voting results for the approval of the amendments are set forth below.
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For |
| Against |
| Abstention |
| Broker Non-Votes |
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11,987,539 |
| 1,045,159 |
| 13,918 |
| 1,130,978 |
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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.
INDEPENDENCE HOLDING COMPANY |
(Registrant) |
By: Teresa A. Herbert
/s/ Teresa A. Herbert Teresa A. Herbert Senior Vice President and Chief Financial Officer |
Date: |
November 10, 2020
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