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: September 9, 2014
(Date of earliest event reported)

FEDERATED NATIONAL HOLDING COMPANY
(Exact name of registrant as specified in its charter)

Florida
 
0-2500111
 
65-0248866
(State or other jurisdiction of incorporation)
 
(Commission  File Number)
 
(I.R.S. Employer Identification No.)

14050 NW 14 Street, Suite 180
 
 
Sunrise, FL
 
33323
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code:  (800) 293-2532

(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:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Item 5.07. Submission of Matters to a Vote of Security Holders.

Annual Meeting of Shareholders

On September 9, 2014, Federated National Holding Company (the "Company") held its annual meeting of shareholders. A total of 10,120,025 of the Company’s outstanding shares of common stock, representing approximately 88.4% of the shares eligible to vote, were present or represented by proxy at the annual meeting. The following two proposals were voted on at the annual meeting, and each was approved by the Company’s shareholders with the necessary number of votes required by the Company’s charter documents and applicable corporate law:

1. The election of Carl Dorf as Class III director to serve until the annual meeting of shareholders to be held in 2017 or until his successor is elected and qualified; and
2. To ratify the appointment of Goldstein Schechter Koch, P.A. as the Company’s independent registered public accounting firm for the 2014 fiscal year.

            The table below states the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, for each of the proposals voted on at the annual meeting:

Description of Matter
  
For
    
Against
    
Withheld
    
Abstentions
    
Broker Non-Votes
  
1.        Election of Directors:
  
   
   
   
   
 
 
  
   
   
   
   
 
Carl Dorf
    
5,021,531
      
N/A
    
930,396
      
N/A
    
4,168,098
  
 
                                        
2.        Ratification of the appointment of Goldstein Schechter Koch, P.A. as the Company’s independent  registered public accounting firm for the 2014 fiscal year.
    
9,846,308
      
73,477
      
N/A
    
200,240
      
N/A

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.
 
 
FEDERATED NATIONAL HOLDING COMPANY
 
 
 
Date: September 10, 2014
By:  
/s/  
Peter J. Prygelski, III
 
Name:  
 Peter J. Prygelski, III
 
Title:   
Chief Financial Officer
 
(Principal Accounting and Financial Officer)