UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): | May 31, 2018 |
| HALLMARK FINANCIAL SERVICES, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Nevada |
| (State or Other Jurisdiction of Incorporation) |
| 001-11252 | 87-0447375 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 777 Main Street, Suite 1000, Fort Worth, Texas | 76102 |
| (Address of Principal Executive Offices) | (Zip Code) |
| 817-348-1600 |
| (Registrant’s Telephone Number, Including Area Code) |
| 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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Shareholders of Hallmark Financial Services, Inc. (the “Company”) was held on May 31, 2018. Of the 18,103,808 shares of common stock of the Company entitled to vote at the meeting, 15,454,250 shares were represented at the Annual Meeting in person or by proxy.
Item 1 – Election of Directors
At the Annual Meeting, the following individuals were elected to serve as directors of the Company and received the number of votes set forth opposite their respective names:
| Director | Votes For |
Votes Against Or Withheld |
Abstentions and Broker Non-Votes |
| Mark E. Schwarz | 14,767,198 | 180,583 | 506,469 |
| Scott T. Berlin | 11,509,799 | 3,437,936 | 506,515 |
| James H. Graves | 11,675,002 | 3,272,733 | 506,515 |
| Mark E. Pape | 12,507,659 | 2,440,122 | 506,469 |
Item 2 – Advisory Vote on Say-On-Pay Resolution
The Board of Directors submitted to the shareholders for a non-binding, advisory vote the following resolution (the “Say-On-Pay Resolution”):
“RESOLVED, that the shareholders hereby approve the compensation paid to the Company’s executive officers as disclosed pursuant to Item 402 of Regulation S-K under the heading ‘EXECUTIVE COMPENSATION’ in the Company’s 2018 Proxy Statement, including the compensation tables and narrative discussion.”
At the Annual Meeting, 14,839,747 shares were voted in favor of the Say-On-Pay Resolution; 519,697 shares were voted against the Say-On-Pay Resolution; and 94,806 shares abstained from voting or were broker non-votes on the Say-On-Pay Resolution.
Item 3 - Other Business
No other matters were voted on at the Annual Meeting.
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 duly authorized.
| HALLMARK FINANCIAL SERVICES, INC. | ||
| Date: May 31, 2018 | By: | /s/ Jeffrey R. Passmore |
| Jeffrey R. Passmore, Chief Accounting Officer | ||