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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): May 18, 2021 (May 14, 2021)
STATE AUTO FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
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Ohio | 000-19289 | 31-1324304 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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518 East Broad Street | Columbus | Ohio | 43215-3976 |
(Address of principal executive offices) | | (Zip Code) |
(614) 464-5000
Registrant’s telephone number, including area code
Not Applicable
(Former name or 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 (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading symbol | Name of each exchange on which registered |
Common shares, without par value | STFC | The NASDAQ Global Select Market |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2)
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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Item 5.07 | | Submission of Matters to a Vote of Security Holders |
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(a) | | The Company's annual meeting of shareholders (the "2021 Annual Meeting") was held on May 14, 2021. |
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(b) | | The following is a brief description and vote count on all items voted on at the 2021 Annual Meeting: |
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Proposal One - Election of Directors. |
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The following persons were elected to serve as Class III directors to hold office until the 2024 annual meeting of shareholders and until a successor is elected and qualified, with each director nominee receiving the votes as indicated below: |
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Nominee | | Shares Voted "For" | | Shares Voted "Withheld" | | Broker Non-Votes |
Michael J. Fiorile | | 40,200,126 | | 522,108 | | 1,842,882 |
Michael E. LaRocco | | 40,432,929 | | 289,305 | | 1,842,882 |
Proposal Two - To Amend the Company's 1991 Employee Stock Purchase and Dividend Reinvestment Plan to Add Additional Shares.
The Proposal was approved with the following vote:
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Shares Voted "For" | | Shares Voted "Against" | | Abstentions | | Broker Non-Votes |
40,594,525 | | 102,642 | | 25,067 | | 1,842,882 |
Proposal Three - To Amend the Company's 2016 Outside Director Restricted Share Unit Plan to Set the Number of Shares Subject to the Plan.
The Proposal was approved with the following vote:
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Shares Voted "For" | | Shares Voted "Against" | | Abstentions | | Broker Non-Votes |
40,572,001 | | 116,422 | | 33,811 | | 1,842,882 |
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Proposal Four - Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021.
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The Proposal was approved with the following vote:
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Shares Voted "For" | | Shares Voted "Against" | | Abstentions | | Broker Non-Votes |
42,476,699 | | 36,236 | | 52,181 | | — |
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Proposal Five - Advisory vote on compensation paid to named executive officers, as disclosed in the proxy materials. |
The Proposal was approved with the following vote:
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Shares Voted "For" | | Shares Voted "Against" | | Abstentions | | Broker Non-Votes |
40,406,087 | | 279,198 | | 36,949 | | 1,842,882 |
At the Company's Board of Directors' meeting held on May 14, 2021, the following directors were appointed or re-appointed to the following Board committees:
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Audit Committee: Chairperson Setareh Pouraghabagher, Kym M. Hubbard, David R. Meuse and Dwight E. Smith |
Compensation Committee: Chairperson Robert E. Baker, Michael J. Fiorile, Kym M. Hubbard and S. Elaine Roberts |
Nominating and Governance Committee: Chairperson Michael J. Fiorile, Robert E. Baker, Setareh Pouraghabagher, S. Elaine Roberts and Dwight E. Smith |
Investment and Finance Committee: Chairperson Kym M. Hubbard, David R. Meuse and Michael E. LaRocco |
Independent Committee: Chairperson Setareh Pouraghabagher, Michael J. Fiorile, Kym M. Hubbard, David R. Meuse and S. Elaine Roberts |
Risk Committee: Chairperson S. Elaine Roberts, Robert E. Baker, Michael J. Fiorile, Setareh Pouraghabagher and Dwight E. Smith |
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Section 9. | | Financial Statements and Exhibits |
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Item 9.01. | | Financial Statements and Exhibits |
EXHIBIT INDEX
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Exhibit No. | | Description of Exhibit | |
104 | | Cover Page Interactive Data File (formatted as inline XBRL). | |
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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| STATE AUTO FINANCIAL CORPORATION |
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Date: May 18, 2021 | /s/ Melissa A. Centers |
| Senior Vice President, Secretary and General Counsel |