Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 24, 2012, the Registrant held its annual meeting of stockholders (the
"Annual Meeting"). At the Annual Meeting stockholders: 1) elected the six Board
of Director nominees to serve as directors of the Registrant for the ensuing
year, 2) approved, by a non-binding advisory vote, the compensation of the
Registrant's named executive officers, 3) reapproved the material terms of the
Internal Revenue Code Section 162(m) performance goals of the 2007 Employers
Mutual Casualty Company Stock Incentive Plan, 4) approved the 2013 Employers
Mutual Casualty Company Non-Employee Director Stock Purchase Plan, and 5)
ratified the appointment of Ernst & Young LLP as the Registrant's independent
registered public accounting firm for the current fiscal year.
The voting results are set forth below.
Proposal 1: Election of Directors:
Broker
Nominee Votes Cast for Against Abstain Non-Votes
George C. Carpenter III 11,202,744 451,627 10,517 585,198
Stephen A. Crane 11,300,358 357,589 6,941 585,198
Jonathan R. Fletcher 11,295,216 356,618 13,054 585,198
Robert L. Howe 11,628,268 32,079 4,541 585,198
Bruce G. Kelley 11,622,586 31,769 10,533 585,198
Gretchen H. Tegeler 11,628,352 31,995 4,541 585,198
Proposal 2: Approve, by a non-binding advisory vote, the compensation of the
Registrant's named executive officers as disclosed in the proxy
statement:
Broker
For Against Abstain Non-Votes
11,549,883 78,855 36,150 585,198
Proposal 3: Reapprove the material terms of the Internal Revenue Code Section
162(m) performance goals of the 2007 Employers Mutual Casualty
Company Stock Incentive Plan:
Broker
For Against Abstain Non-Votes
11,470,469 168,395 26,024 585,198
Proposal 4: Approve the 2013 Employers Mutual Casualty Company Non-Employee
Director Stock Purchase Plan:
Broker
For Against Abstain Non-Votes
9,484,050 2,155,356 25,482 585,198
Proposal 5: Ratify the appointment of Ernst & Young LLP as the Registrant's
independent registered public accounting firm for the current fiscal
year:
Broker
For Against Abstain Non-Votes
12,203,922 39,200 6,964 -
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Item 7.01 Regulation FD Disclosure.
On May 24, 2012, the Board of Directors of the Registrant declared a quarterly
dividend of twenty (20) cents per share of common stock payable June 11, 2012 to
shareholders of record as of June 4, 2012. A press release was issued May 25,
2012 announcing the dividend. The press release is furnished as Exhibit 99.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99 Press release
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