0001172052-18-000016.txt : 20180523 0001172052-18-000016.hdr.sgml : 20180523 20180523152605 ACCESSION NUMBER: 0001172052-18-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180523 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20180523 DATE AS OF CHANGE: 20180523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFETY INSURANCE GROUP INC CENTRAL INDEX KEY: 0001172052 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 134181699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50070 FILM NUMBER: 18854996 BUSINESS ADDRESS: STREET 1: 20 CUSTOM HOUSE STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-951-0600 MAIL ADDRESS: STREET 1: 20 CUSTOM HOUSE STREET CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: SAFETY HOLDINGS INC DATE OF NAME CHANGE: 20020424 8-K 1 c052-20180523x8k.htm 8-K Saft_Annual Meeting Shareholder

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

 

May 23, 2018

Date of Report (Date of earliest event reported)

 

 

SAFETY INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

000-50070

13-4181699

(State or other jurisdiction

(Commission

(I.R.S. Employer

 of incorporation)

File Number)

Identification No.)

 

 

 

20 Custom House Street, Boston, Massachusetts 02110

(Address of principal executive offices including zip code)

 

 

 (617) 951-0600

(Registrant's telephone number, including area code)

 

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))

 

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 Submissions of Matters to a Vote of Security Holders.

 

The Annual Meeting of Shareholders of Safety Insurance Group, Inc. (the “Company”) was held on May 23, 2018.  Set forth below, with respect to each matter, as applicable, are the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes.

 

1.

Election of Directors

Peter J. Manning and David K. McKown were elected as Class  I directors of the Company to serve a three-year term.  The voting results were as follows:

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Peter J. Manning

 

12,399,849

 

252,903

 

1,958,889

David K. McKown

12,400,074

 

252,678

 

1,958,889

 

In addition, the terms of the following directors continued after the Annual Meeting:  David F. Brussard, Frederic H. Lindeberg,  Thalia M. Meehan and George M. Murphy. 

2.

Ratification of Appointment of Independent Registered Public Accounting Firm

The shareholders of the Company ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2018.

The voting results were as follows:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

14,404,402

 

181,583

 

25,656

 

0

 

 

3.

Approval of the Material Terms of the 2018 Long-Term Incentive Plan

The shareholders of the Company approved the material terms of the 2018 Long- Term Incentive Plan as disclosed in the Company’s Proxy Statement dated April 9, 2018.  The voting results were as follows:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

12,448,561

 

182,710

 

21,481

 

1,958,889

 

 

4.

Advisory Vote on Executive Compensation

The shareholders of the Company approved, on a non-binding advisory basis, the executive compensation as disclosed in the Company’s Proxy Statement dated April 9, 2018.  The voting results were as follows:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

12,219,963

 

412,935

 

19,854

 

1,958,889

 

 

 

 

 

 

 

 

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.

 

 

 

 

 

                Safety Insurance Group, Inc.

 

                         (Registrant)

Date:    May 23, 2018   

 

 

 

 

 

 

By: 

/s/ WILLIAM J. BEGLEY, JR.

 

 

 

    William J. Begley, Jr.

 

 

    V.P., Chief Financial Officer and Secretary