8-KAnnualMeetingResults

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):
September 18, 2014
NATIONAL INTERSTATE CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
Ohio
 
000-51130
 
34-1607394
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
3250 Interstate Drive
Richfield, Ohio 44286-9000
(Address of principal executive offices including Zip Code)
(330) 659-8900
(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:
¨
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 18, 2014, the shareholders of National Interstate Corporation (the “Company”) approved the Amendment and Restatement of the Company’s Long Term Incentive Plan (the “Plan”), under which the term of the plan was extended by ten years.
The Plan, as amended, is attached as Exhibit 10.1 to this Current Report on Form 8-K.

ITEM 5.07
Submission of Matters to a Vote of Security Holders.
 
 
The Annual Meeting of Shareholders of the Company was held on September 18, 2014. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:
1. Election of Directors. The shareholders of the Company elected the following four Class II directors, each to serve until the 2016 Annual Meeting of Shareholders or until their successor is duly elected and qualified: Ronald J. Brichler, Patrick J. Denzer, Keith A. Jensen, and Alan R. Spachman. The following is a breakdown of the voting results:
 
 
 
 
 
 
 
 
 
DIRECTOR
 
VOTES
FOR
 
 
VOTES 
WITHHELD
 
Ronald J. Brichler
 
 
15,414,304
 
 
 
3,248,641
 
Patrick J. Denzer
 
 
18,006,700
 
 
 
656,245
 
Keith A. Jensen
 
 
15,002,019
 
 
 
3,660,926
 
Alan R. Spachman
 
 
17,285,535
 
 
 
1,377,410
 
There were 234,080 broker non-votes for Proposal No. 1.
Patrick J. Denzer was appointed to the Company’s Audit Committee.

2. Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm. The shareholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. The following is a breakdown of the voting results:

VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
NON-VOTES
18,855,214
 
21,550
 
20,261
 
0




3. Advisory Vote on Executive Compensation. The shareholders of the Company voted to approve the following advisory (non-binding) proposal:
RESOLVED, that the shareholders of National Interstate Corporation approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s 2014 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which includes the Compensation Discussion and Analysis, the compensation tables and any related material).

VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
NON-VOTES
15,395,583
 
2,690,069
 
577,293
 
234,080




4. Approval of the Amendment and Restatement of the Long Term Incentive Plan. The shareholders of the Company voted to approve the amendment and restatement of the Company’s Long Term Incentive Plan to extend the term of the Long Term Incentive Plan by ten years and for Internal Revenue Code Sections 162(m) and 422 purposes.

 
 
 
 
 
 
 
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
NON-VOTES
15,906,571
 
2,735,743
 
20,631
 
234,080



ITEM 9.01


Financial Statements and Exhibits.
 
(d)
Exhibits.
 
 
 
10.1
 
Long Term Incentive Plan, as amended and restated



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.
 
 
 
National Interstate Corporation
 
 
By:
 
/s/ Arthur J. Gonzales
 
 
Arthur J. Gonzales
 
 
Vice President, General Counsel and Secretary
Date: September 22, 2014