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): April 19, 2011
Erie Indemnity Company
(Exact name of registrant as specified in its charter)
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Pennsylvania
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0-24000
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25-0466020 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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100 Erie Insurance Place, Erie, Pennsylvania
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16530 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants
telephone number, including area code: (814) 870-2000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
(a) The 86th Annual Meeting of Shareholders (the Annual Meeting) of Erie Indemnity
Company (the Company) was held on April 19, 2011. On the date of the Annual Meeting, the Company
had 2,546 shares of Class B common stock outstanding which had the exclusive right to vote on all
matters presented for consideration at the meeting.
(b) At the Annual Meeting, shareholders of the Company elected 13 nominees to serve on the
Companys Board of Directors for a one-year term. The names of the elected directors and voting
results appear below.
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For |
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Withheld |
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Abstained |
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Broker Non-Votes |
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J. Ralph Borneman, Jr. |
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2,545 |
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0 |
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0 |
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0 |
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Terrence W. Cavanaugh |
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2,545 |
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0 |
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0 |
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0 |
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Jonathan Hirt Hagen |
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2,545 |
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0 |
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0 |
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0 |
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Susan Hirt Hagen |
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2,545 |
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0 |
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0 |
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0 |
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Thomas B. Hagen |
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2,545 |
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0 |
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0 |
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0 |
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C. Scott Hartz |
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2,545 |
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0 |
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0 |
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0 |
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Claude C. Lilly, III |
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2,545 |
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0 |
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0 |
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0 |
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Lucian L. Morrison |
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2,545 |
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0 |
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0 |
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0 |
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Thomas W. Palmer |
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2,545 |
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0 |
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0 |
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0 |
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Martin P. Sheffield |
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2,545 |
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0 |
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0 |
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0 |
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Richard L. Stover |
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2,545 |
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0 |
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0 |
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0 |
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Elizabeth Hirt Vorsheck |
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2,545 |
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0 |
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0 |
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0 |
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Robert C. Wilburn |
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2,545 |
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0 |
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0 |
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0 |
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The shareholders also approved three (3) amendments to the Companys Articles of Incorporation to:
(i) modify the corporate purposes clause; (ii) update the corporate registered address; and (iii)
eliminate the requirement of a specific number of directors and provide that the size of the Board
shall be governed by the Companys Bylaws. Each of the amendments to the Articles of Incorporation
was voted on and unanimously approved by the 2,545 votes cast.
In accordance with the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act
of 2010, shareholders were also asked to (i) approve, on an advisory basis, the compensation of the
Companys named executive officers as disclosed in the Companys 2011 Information Statement, and
(ii) select every year, every two years, every three years or abstain as the preferred
frequency of an advisory vote on executive compensation. The compensation of the named executive
officers was unanimously approved by the 2,545 votes cast, and a majority (2,523) of the voted
shares selected every three years as the preferred frequency of an advisory vote on executive
compensation, with 20 votes selecting every year, two votes selecting every two years and no
abstentions.