2015.02.18 8-k Voting Rights



 
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): February 11, 2015

FIDELITY & GUARANTY LIFE
(Exact name of registrant as specified in its charter)

 
 
 
 
 
 
Delaware
 
001-36227
 
46-3489149
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
Two Ruan Center
601 Locust Street, 14th Floor
Des Moines, IA

 
50309
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (800) 445-6758
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:
     
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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.

Fidelity & Guaranty Life (the “Company”) held its annual meeting of stockholders on February 11, 2015. The matters that were voted upon at the meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable are set forth below.

i.To elect four Class I directors:
 
For
Withheld
James M. Benson
56,223,628
163,502
Kostas Cheliotis
52,293,201
4,093,929
Phillip J. Gass
52,061,065
4,326,065
Kevin J. Gregson
56,201,340
185,790

There were 433,373 broker non-votes represented at the Meeting with respect to this matter.
    
ii.
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for our fiscal year ending September 30, 2015:
For
Against
Abstain
56,796,817
20,363
3,323
There were 0 broker non-votes represented at the Meeting with respect to this matter.

iii.
To approve, on an advisory basis, the compensation of the Company’s executive officers:
For
Against
Abstain
56,227,253
103,328
56,549
There were 433,373 broker non-votes represented at the Meeting with respect to this matter.

iv.
To approve, on an advisory basis, the frequency of holding a future advisory vote on executive compensation:
Every
Year
Every Two
Years
Every Three
Years
Abstain
7,741,452
28,818
48,614,763
2,097
There were 433,373 broker non-votes represented at the Meeting with respect to this matter.

v.
To approve the Fidelity & Guaranty Life Section 162(m) Employee Incentive Plan:
For
Against
Abstain
56,308,981
31,174
46,975
There were 433,373 broker non-votes represented at the Meeting with respect to this matter.


vi.
To approve the Fidelity & Guaranty Life 2013 Stock Incentive Plan, as amended:
For
Against
Abstain
55,711,330
673,640
2,160
There were 433,373 broker non-votes represented at the Meeting with respect to this matter.



 
 




 

 
 

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, thereunto duly authorized.
 
 
FIDELITY & GUARANTY LIFE
 
 
 
 
 
 
/s/ Eric L. Marhoun
 
 
Name:  Eric L. Marhoun
 
 
Title:    Executive Vice President, General Counsel and Secretary
 
 
 
 
Dated: February 18, 2015