UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT Pursuant
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Securities Exchange Act of 1934
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| 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 December 22, 2020. Of the 18,142,158 shares of common stock of the Company entitled to vote at the meeting, 10,254,346 shares were represented at the Annual Meeting in person or by proxy.
Item 1 – Election of Directors
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:
| Director | Votes For | Votes Against Or Withheld | Abstentions and Broker Non-Votes | |||||||||
| Mark E. Schwarz | 9,166,672 | 1,087,674 | -0- | |||||||||
| Scott T. Berlin | 7,825,011 | 2,429,335 | -0- | |||||||||
| James H. Graves | 8,174,586 | 2,079,760 | -0- | |||||||||
| Mark E. Pape | 9,135,789 | 1,118,557 | -0- | |||||||||
Item 2 – Advisory Vote on Say-On-Pay Resolution
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 2020 Proxy Statement, including the compensation tables and narrative discussion.”
At the Annual Meeting, 9,122,740 shares were voted in favor of the Say-On-Pay Resolution; 1,004,929 shares were voted against the Say-On-Pay Resolution; 126,677 shares abstained from voting on the Say-On-Pay Resolution; and there were no broker non-votes on the Say-On-Pay Resolution.
Item 3 - Other Business
No other matters were voted on at the Annual Meeting.
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 duly authorized.
| HALLMARK FINANCIAL SERVICES, INC. | ||
| Date:December 23, 2020 | By: | /s/ CHRISTOPHER J. KENNEY |
| Christopher J. Kenney, Chief Accounting Officer | ||