8-K 1 amic8k.htm AMIC 8-K UNITED STATES

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):  June 9, 2011


American Independence Corp.

(Exact name of registrant as specified in its charter)


Delaware

001-05270

11-1817252

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

 

Identification Number)

 

485 Madison Avenue

New York, NY 10022

(Address of principal executive offices, including zip code)


(212) 355-4141

(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:


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.


The Annual Meeting of Stockholders of American Independence Corp. (the “Company”) was held on June 9, 2011.  Matters submitted to stockholders at the meeting and the voting results thereof were as follows:


Proposal One – Election of Directors


The stockholders of the Company elected each of the following director nominees proposed by the Company’s Board of Directors to serve until the next annual meeting of stockholders of the Company.  The voting results for each director nominee is set forth below.


Name

 

For

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

Mr. Edward A. Bennett

 

7,105,166

 

95,977

 

1,135,681

 

 

 

 

 

 

 

Ms. Teresa A. Herbert

 

6,669,396

 

531,747

 

1,135,681

 

 

 

 

 

 

 

Mr. David T. Kettig

 

6,681,596

 

519,547

 

1,135,681

 

 

 

 

 

 

 

Mr. Steven B. Lapin

 

6,681,762

 

519,381

 

1,135,681

 

 

 

 

 

 

 

Mr. Myron M. Picoult

 

7,108,430

 

92,713

 

1,135,681

 

 

 

 

 

 

 

Mr. Ronald I. Simon

 

7,107,897

 

93,246

 

1,135,681

 

 

 

 

 

 

 

Mr. James G. Tatum, C.F.A.

 

6,681,229

 

519,914

 

1,135,681

 

 

 

 

 

 

 

Mr. Roy T. K. Thung

 

6,678,332

 

522,811

 

1,135,681

 

 

 

 

 

 

 

Mr. Martin E. Winter

 

7,108,430

 

92,713

 

1,135,681


Proposal Two – Ratification of Appointment of Independent Auditors


The stockholders of the Company ratified the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ended December 31, 2011.  The voting results for the appointment of KPMG LLP is set forth below.


For

 

Against

 

Abstention

 

Broker Non-Votes

 

 

 

 

 

 

 

8,292,750

 

3,600

 

40,474

 

0


Proposal Three –Executive Officer Compensation


The stockholders of the Company ratified, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement.  The voting results are set forth below.


For

 

Against

 

Abstention

 

Broker Non-Votes

 

 

 

 

 

 

 

6,748,281

 

26,529

 

426,333

 

1,135,681


Proposal Four – Frequency of Advisory Vote on Executive Officer Compensation


The stockholders of the Company ratified, on a non-binding advisory basis, that the non-binding advisory vote regarding the compensation of the Company’s named executive officers be taken every three years.  The voting results are set forth below.







Every Three Years

 

Every Two Years

 

Every Year

 

Abstention

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

6,174,774

 

4,991

 

937,558

 

83,820

 

1,135,681




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.



 

 

 

AMERICAN INDEPENDENCE CORP.

 

 

 

 

 

 

 

 

 

 

 

 

Date: June 15, 2011

 

By:

/s/ Adam C. Vandervoort

 

 

 

 

 

Name: Adam C. Vandervoort

 

 

 

 

 

Title: Vice President, Secretary,

          General Counsel