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ANAT American National

 

 

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 23, 2020

 

AMERICAN NATIONAL INSURANCE CO

(Exact name of registrant as specified in its charter)

 

Texas

 

001-34280

 

74-0484030

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS employer

Identification No.)

   

One Moody Plaza Galveston, Texas

 

77550-7999

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code (409) 763-4661

n/a

(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:

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

 

Trading

Symbol

 

Name of Each Exchange

on which Registered

Common Stock, Par Value $1.00

 

ANAT

 

NASDAQ

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 5.05.Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On April 23, 2020, the Board of Directors of the Company approved an amendment to the Company’s Code of Business Conduct and Ethics (the “Code”) to add a “Diversity and Inclusion” section. The Code applies to all of the Company’s officers, directors and employees. The foregoing summary of the amendment is qualified in its entirety by reference to the full text of the Code, as amended and restated, a copy of which is attached as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.05.

Amending the Code did not result in a waiver or implicit waiver (as defined in Instruction 2 to Item 5.05) of the previous Code. The Code, as amended and restated, will be posted as soon as practicable in the Investor Relations section of the Company’s website, www.americannational.com, under Corporate Governance.

Item 5.07.Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on April 23, 2020 (the “Annual Meeting”). Results of stockholder voting at the Annual Meeting are set forth below.

Proposal 1. The stockholders elected the individuals below as Directors of the Company, to serve until the next Annual Meeting of Stockholders, with the results of the vote as follows:

Director Name

 

For

  

Against

  

Abstain

  

Broker

Non-Votes

 

William C. Ansell

  

24,575,263

   

129,876

   

10,507

   

418,246

 

Arthur O. Dummer

  

23,879,697

   

824,419

   

11,530

   

418,246

 

Irwin M. Herz, Jr.

  

24,412,763

   

292,373

   

10,510

   

418,246

 

E. Douglas McLeod

  

24,582,085

   

123,052

   

10,509

   

418,246

 

Frances A. Moody-Dahlberg

  

24,418,414

   

293,133

   

4,099

   

418,246

 

Ross R. Moody

  

24,143,901

   

566,442

   

5,303

   

418,246

 

James P. Payne

  

24,560,513

   

143,898

   

11,235

   

418,246

 

E. J. “Jere” Pederson

  

23,948,206

   

756,005

   

11,435

   

418,246

 

James E. Pozzi

  

24,544,670

   

160,467

   

10,509

   

418,246

 

James D. Yarbrough

  

23,788,639

   

915,772

   

11,235

   

418,246

 

Proposal 2. The stockholders approved and adopted the Agreement and Plan of Merger, dated as of February 11, 2020, by and among the Company, American National Group, Inc. and AN MergerCo, Inc. The results of the vote were as follows:

For

 

Against

 

Abstain

 

Broker Non-Votes

22,554,927

 

2,132,235

 

28,484

 

418,246


Proposal 3. The stockholders approved, in a non-binding advisory vote, the compensation of the named executive officers disclosed in the “Executive Compensation” section of the Company’s proxy statement dated March 23, 2020 relating to the Annual Meeting. The results of the vote were as follows:

For

 

Against

 

Abstain

 

Broker Non-Votes

24,497,651

 

193,740

 

24,254

 

418,246

Proposal 4. The stockholders approved, in a non-binding advisory vote, an annual frequency for future non-binding advisory votes on executive compensation. The results of the vote were as follows:

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker Non-

Votes

23,889,022

 

18,175

 

786,511

 

21,437

 

418,246

Proposal 5. The stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020. The results of the vote were as follows:

For

 

Against

 

Abstain

 

Broker Non-Votes

25,102,042

 

26,694

 

5,156

 

0

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.
     
 

14.1

  

American National Insurance Company Code of Business Conduct and Ethics, as amended and restated

     
 

104

  

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


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 hereunto duly authorized.

AMERICAN NATIONAL INSURANCE COMPANY

   

By:

 

        /s/ Timothy A. Walsh

 

Timothy A. Walsh, Executive Vice President,

 

CFO, Treasurer and ML and P&C Operations

Date: April 29, 2020