MCY 8-K
Mercury General Corp (MCY)
8-K
2023-05-11
For: 2023-05-10
View Original
Added on
April 10, 2026
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 10, 2023
Commission File No. 001-12257
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (323 ) 937-1060
____________________
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:
| 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 240.14.a-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:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
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) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
Mercury General Corporation (the "Company") held its 2023 Annual Meeting of Shareholders on May 10, 2023 . The matters voted upon at the meeting included the election of all eight directors, an advisory vote on executive compensation, ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023, and an advisory vote on the frequency of the advisory vote on executive compensation. The votes cast with respect to these matters were as follows:
Election of Directors
| Nominee | Number of Shares Voted For | Number of Shares Withheld | Broker Non-Votes | |||||||||||||||||
| George G. Braunegg | 45,677,521 | 2,330,847 | 4,334,134 | |||||||||||||||||
| Ramona L. Cappello | 45,576,079 | 2,432,289 | 4,334,134 | |||||||||||||||||
| James G. Ellis | 47,621,462 | 386,906 | 4,334,134 | |||||||||||||||||
| George Joseph | 46,430,680 | 1,577,688 | 4,334,134 | |||||||||||||||||
| Vicky Wai Yee Joseph | 46,570,158 | 1,438,210 | 4,334,134 | |||||||||||||||||
| Joshua E. Little | 45,555,541 | 2,452,827 | 4,334,134 | |||||||||||||||||
| Martha E. Marcon | 46,639,324 | 1,369,044 | 4,334,134 | |||||||||||||||||
| Gabriel Tirador | 47,553,193 | 455,175 | 4,334,134 | |||||||||||||||||
Advisory Vote on the Compensation of Named Executive Officers
The shareholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers as described in its Proxy Statement, by the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 45,047,414 | 2,895,389 | 65,565 | 4,334,134 | |||||||||||||||||
Ratification of the Selection of KPMG LLP as the Company's Independent Registered Public Accounting Firm
The shareholders ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 as described in its Proxy Statement, by the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 51,807,931 | 497,805 | 36,766 | N/A | |||||||||||||||||
Advisory Vote on the Frequency of the Advisory Vote on the Compensation of Named Executive Officers
The shareholders voted, on an advisory, non-binding basis, that the frequency of the advisory vote on compensation of the Company's named executive officers should be as follows:
| 3 Years | 2 Years | 1 Year | Abstain | |||||||||||||||||
| 1,412,300 | 166,462 | 46,395,465 | 34,141 | |||||||||||||||||
Consistent with the votes cast with respect to this matter, the Company’s board of directors has determined to hold an advisory vote on compensation of its named executive officers every one year.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
104. Cover page Interactive Data File (formatted as inline XBRL)
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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.
| Date: May 11, 2023 | MERCURY GENERAL CORPORATION | |||||||||||||||||||
| By: | /s/ THEODORE STALICK | |||||||||||||||||||
| Name: | Theodore Stalick | |||||||||||||||||||
| Its: | Chief Financial Officer | |||||||||||||||||||
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