2012 Annual Meeting Results

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 Act of 1934

Date of Report (Date of earliest event reported): May 23, 2012

INFINITY PROPERTY AND CASUALTY CORPORATION
(Exact name of Registrant as specified in its Charter)


Ohio
 
000-50167
 
03-0483872
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)

 
(IRS Employer Identification No. )


3700 Colonnade Parkway, Birmingham, Alabama 35243
(Address of Principal Executive Offices) (Zip Code)

(205) 870-4000
Registrant’s telephone number, including area code
 
(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):
¨ 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))




Item 5.07    Submission of Matters to a Vote of Security Holders

On May 23, 2012, the Company’s shareholders voted on three proposals, set forth below, at the 2012 Annual Meeting of Shareholders (the “Meeting”). Of the 11,727,174 shares of common stock outstanding as of March 28, 2012, the record date, 11,327,491 shares were represented at the Meeting (in person or by proxy), constituting 96.59% of the outstanding shares entitled to vote. At the Meeting, the shareholders approved all of the director nominees and each of the proposals presented. The final result of voting on each of the proposals is as follows:
Proposal 1.    Election of nine directors.
Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Teresa A. Canida
 
11,133,374

 
721

 
193,396

Jorge G. Castro
 
11,018,198

 
115,897

 
193,396

James R. Gober
 
10,935,625

 
198,470

 
193,396

Harold E. Layman
 
11,015,440

 
118,655

 
193,396

Drayton Nabers, Jr.
 
11,130,416

 
3,679

 
193,396

Samuel J. Simon
 
10,870,689

 
263,406

 
193,396

Roger Smith
 
9,984,168

 
1,149,927

 
193,396

William Stancil Starnes
 
11,018,398

 
115,697

 
193,396

Samuel J. Weinhoff
 
11,128,916

 
5,179

 
193,396


Proposal 2.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
11,205,828
 
121,563
 
100
 
0

Proposal 3.
Approve, in an advisory vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
10,910,060
 
222,002
 
2,033
 
193,396




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.
INFINITY PROPERTY AND CASUALTY
            CORPORATION



BY:/s/ Samuel J. Simon            
Samuel J. Simon
Executive Vice President, General Counsel and Assistant Secretary

        
May 29, 2012