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 30, 2010
DELPHI FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-11462
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13-3427277 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, DE
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19899 |
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| (Address of principal executive offices)
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(ZIP Code) |
Registrant’s telephone number, including area code 302-478-5142
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))
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Effective April 30, 2010, in connection with his retirement from the Company, Robert M. Smith,
Jr. retired from the Board of Directors of the Company. On May 5, 2010, the Board reduced its size
from eleven to ten members.
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| Item 5.07 |
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Submission of Matters to a Vote of Security Holders. |
On May 4, 2010, the Company held its 2010 Annual Meeting of Stockholders. The voting results for
the election of directors were as follows:
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Votes |
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Votes |
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Against/ |
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For |
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Withheld |
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Class A Director: |
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Philip R. O’Connor |
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39,285,119 |
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3,389,407 |
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Directors: |
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Robert Rosenkranz |
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87,684,414 |
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3,155,448 |
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Donald A. Sherman |
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87,337,518 |
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3,502,344 |
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Kevin R. Brine |
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90,163,965 |
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675,897 |
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Edward A. Fox |
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87,724,198 |
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3,115,664 |
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Steven A. Hirsh |
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90,187,144 |
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652,718 |
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Harold F. Ilg |
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87,529,581 |
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3,310,281 |
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James M. Litvack |
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90,187,072 |
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652,790 |
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James N. Meehan |
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89,558,297 |
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1,281,565 |
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Robert F. Wright |
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87,297,502 |
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3,542,360 |
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The voting results for all other matters acted upon at the meeting, each
of which was approved, were as follows:
The proposal to approve the Company’s 2010 Outside Directors Stock Plan received 62,914,904 votes
for approval and 27,912,638 votes against approval, with 12,574 votes abstaining and 2,924,726
broker non-votes. The proposal to approve the Company’s 2010 Employee Stock Purchase Plan received
90,312,700 votes for approval and 520,701 votes against approval, with 6,461 votes abstaining and
2,924,980 broker non-votes. The ratification of the appointment of Ernst & Young LLP as the
Company’s independent registered public accounting firm for the fiscal year ending December 31,
2010 received 90,763,769 votes for approval and 2,984,733 votes against approval, with 16,340 votes
abstaining.