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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): November 10, 2017
INDEPENDENCE HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-32244 | 58-1407235 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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96 Cummings Point Road, Stamford, Connecticut | 06902 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (203) 358-8000
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 240a-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 240.13a-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) if the Exchange Act. ¨
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Independence Holding Company (the “Company”) was held on November 10, 2017. Matters submitted to stockholders at the meeting and the voting results thereof were as follows:
Proposal One – Election of Directors
The stockholders of the Company elected each of the following director nominees proposed by the Company’s Board of Directors to serve until the next annual meeting of stockholders of the Company. The voting results for each director nominee are set forth below.
Name |
| For |
| Withheld |
| Broker Non-Votes |
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Mr. Larry R. Graber |
| 11,463,104 |
| 1,350,875 |
| 1,595,204 |
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Ms. Teresa A. Herbert |
| 11,124,542 |
| 1,689,437 |
| 1,595,204 |
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Mr. David T. Kettig |
| 11,461,344 |
| 1,352,635 |
| 1,595,204 |
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Mr. Allan C. Kirkman |
| 12,215,558 |
| 598,421 |
| 1,595,204 |
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Mr. John L. Lahey |
| 12,310,072 |
| 503,907 |
| 1,595,204 |
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Mr. Steven B. Lapin |
| 11,492,604 |
| 1,321,375 |
| 1,595,204 |
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Mr. Ronald I. Simon |
| 12,670,500 |
| 143,479 |
| 1,595,204 |
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Mr. James G. Tatum, C.F.A. |
| 12,213,966 |
| 600,013 |
| 1,595,204 |
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Mr. Roy T. K. Thung |
| 11,569,518 |
| 1,244,461 |
| 1,595,204 |
Proposal Two – Ratification of Appointment of Independent Auditors
The stockholders of the Company ratified the appointment of RSM US LLP as the Company’s independent auditor for the fiscal year ended December 31, 2017. The voting results for the appointment of RSM US LLP are set forth below.
For |
| Against |
| Abstention |
| Broker Non-Votes |
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14,407,575 |
| 1,210 |
| 398 |
| 0 |
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Proposal Three –Executive Officer Compensation
The stockholders of the Company ratified, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement. The voting results are set forth below.
For |
| Against |
| Abstention |
| Broker Non-Votes |
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11,038,736 |
| 1,762,844 |
| 12,399 |
| 1,595,204 |
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Proposal Four – Frequency of Advisory Vote on Executive Officer Compensation
The stockholders of the Company ratified, on a non-binding advisory basis, that the non-binding advisory vote regarding the compensation of the Company’s named executive officers be taken every three years. The voting results are set forth below:
Every Three Years |
| Every Two Years |
| Every Year |
| Abstention |
| Broker Non-Votes |
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9,999,864 |
| 27,958 |
| 2,764,905 |
| 21,252 |
| 1,595,204 |
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.
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| INDEPENDENCE HOLDING COMPANY | ||
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Date: November 13, 2017 |
| By: | /s/ Loan Nisser |
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| Name: Loan Nisser |
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| Title: Vice President and Secretary
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