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): May 11, 2007
(May 9, 2007)
MEADOWBROOK INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
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Michigan
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38-2626206 |
(State or other jurisdiction |
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(I.R.S. Employer |
of incorporation) |
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Identification Number) |
1-14094
(Commission File Number)
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26255 American Drive |
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Southfield, Michigan
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48034 |
(Address of Principal
Executive Offices)
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(Zip Code) |
(248) 358-1100
(Registrants Telephone Number, Including Area Code)
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)) |
TABLE OF CONTENTS
ITEM 5.02. |
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DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS |
The Company announced that effective May 9, 2007, Mr. Gregory L. Wilde had resigned his position as
Executive Vice President of the Company. Mr. Wilde will remain with the Company on a part-time
basis in a non-executive role focusing on data integration, business process management and other
processing of initiatives of the Company. Mr. Wilde has been replaced by Joseph E. Mattingly,
Senior Vice President Insurance Operations and James M. Mahoney, Senior Vice President Field
Operations. Mr. Mattingly will be primarily responsible for the corporate underwriting, claims,
loss control, premium audit, business development and information services of the Company, while
Mr. Mahoney will be primarily responsible for management of the Companys branch operations.
ITEM 8.01. OTHER EVENTS
On May 9, 2007, the Company held its Annual Shareholders Meeting. At the Meeting, the Shareholders
of record as of March 16, 2007 were requested to vote upon the following three proposals: (1)
election of Merton J. Segal, Joseph S. Dresner, David K. Page and Herbert Tyner as directors of the
Company for three-year terms expiring in 2010; (2) ratification of the appointment of Ernst &
Young, LLP as the Companys independent registered public accounting firm; and (3) amendment of the
Companys Articles of Incorporation to increase the number of authorized shares of common stock
from 50,000,000 to 75,000,000.
The Company announced that Messrs. Segal, Dresner, Page and Tyner were elected as directors of the
Company for three-year terms expiring in 2010; the appointment of Ernst & Young, LLP as the
Companys independent registered public accounting firm was ratified by the shareholders and the
shareholders approved the amendment to the Companys Articles of Incorporation to increase the
number of authorized shares of Common Stock from 50,000,000 to 75,000,000.
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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Dated: May 11, 2007 |
MEADOWBROOK INSURANCE GROUP, INC.
(Registrant)
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By: |
/s/ Karen M. Spaun
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Karen M. Spaun, Chief Financial Officer |
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