A roundup of some of the more unusual items that crossed our desk recently.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Presidential Life Corporation (the "Company") held a Special Meeting of
Shareholders on December 20, 2012 to consider and vote on (i) a proposal to
adopt the Agreement and Plan of Merger, dated as of July 12, 2012, by and among
Athene Annuity & Life Assurance Company, an insurance company organized under
the laws of the State of Delaware ("Athene"), Eagle Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of Athene ("Merger Sub"), and
the Company, as it may be amended from time to time (the "Merger Agreement"),
pursuant to which (and subject to the conditions set forth therein) Merger Sub
will merge with and into the Company (the "Merger") and (ii) a proposal to
approve, on a non-binding advisory basis, certain compensation arrangements for
the Company's named executive officers in connection with the Merger.
Each proposal is described in detail in the Company's definitive proxy
statement, which was filed with the Securities and Exchange Commission (the
"SEC") and first mailed to the Company's shareholders on November 15, 2012, as
supplemented by the supplement to the proxy statement, which was filed with the
SEC and first mailed to the Company's shareholders on December 11, 2012.
There were present at the meeting, either in person or by proxy, 18,065,427
shares of the Company's common stock ("Common Stock") out of a total of
29,591,439 shares of Common Stock, issued, outstanding and entitled to vote as
of the Record Date. This constituted 61.05% of outstanding Common Stock entitled
to vote at the meeting. The vote results detailed below represent final results
as certified by the Inspector of Elections.
1. The proposal to adopt the Merger Agreement. The results are as follows:
For Against Abstain
17,813,786 236,500 15,141
This proposal was approved at the special meeting because the votes cast in
favor of the proposal constituted a majority of the outstanding shares of Common
Stock on the November 8, 2012 record date.
2. The proposal to approve, on a non-binding advisory basis, certain
compensation arrangements for the Company's named executive officers
in connection with the Merger. The results are as follows:
For Against Abstain
9,620,019 7,246,355 1,199,053
This proposal was approved because the votes cast in favor of the proposal
constituted a majority of the shares of Common Stock present in person or by
proxy at the special meeting.
Item 8.01. Other Events.
On December 20, 2012, the Company issued a press release announcing the results
of the Special Meeting, which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
It is currently expected that the Merger will close on December 28, 2012,
subject to the satisfaction or waiver of the conditions set forth in the Merger
Agreement. However, there can be no assurance that the closing of the Merger
will occur during that time period or at all.
Item 9.01. Financial Statements and Exhibits.
Number Description of Exhibit
99.1 Press Release issued by Presidential Life Corporation on December 20, 2012