ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Meadowbrook Insurance Group, Inc. (the "Company") held its Annual Meeting of
Shareholders ("Annual Meeting") on May 17, 2012. Matters voted upon at the
Annual Meeting were (i) election of four members of the Board of Directors for
terms expiring in 2015; (ii) ratification of the appointment of Ernst & Young
LLP as the Company's independent registered public accounting firm for 2012; and
(iii) a non-binding, advisory vote on the compensation of our named executive
officers. For more information about the aforementioned proposals, see
Meadowbrook's Proxy Statement dated April 16, 2012. As of the March 21, 2012
record date, there were 50,630,811 shares of common stock outstanding and
entitled to vote. At the Annual Meeting, 48,047,388 shares of common stock were
represented in person or by proxy, constituting a quorum. The certified results
of the matters voted on at the Annual Meeting are set forth below.
Proposal No. 1 - Election of four directors for a three-year term expiring in
2015.
Director Name For Withheld Broker Non-Votes
Robert S. Cubbin 43,725,855 961,980 3,359,553
Robert F. Fix 43,952,788 735,047 3,359,553
Hugh W. Greenberg 42,653,230 2,034,605 3,359,553
Florine Mark 42,653,980 2,033,855 3,359,553
Proposal No. 2 - Ratification of the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for the year ending
December 31, 2012.
For Against Abstain Broker Non-Votes
47,886,679 156,856 3,853 0
Proposal No. 3 - Advisory vote on the Company's 2011 executive compensation.
For Against Abstain Broker Non-Votes
42,228,723 2,226,661 232,451 3,359,553
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