Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Hallmark Financial Services, Inc. (“Hallmark”) was held on June 2, 2011. Of the 20,124,169 shares of common stock of Hallmark entitled to vote at the meeting, 16,876,005 shares were present at the Annual Meeting in person or by proxy.
At the Annual Meeting, the following individuals were elected to serve as directors of Hallmark and received the number of votes set forth opposite their respective names:
Director
|
Votes For
|
Votes Against
Or Withheld
|
Abstentions and
Broker Non-Votes
|
Mark E. Schwarz
|
15,844,274
|
857,063
|
174,660
|
Scott T. Berlin
|
16,477,782
|
223,555
|
174,660
|
James H. Graves
|
16,414,831
|
259,506
|
174,660
|
Jim W. Henderson
|
16,662,304
|
39,033
|
174,660
|
The Board of Directors submitted to the shareholders for a non-binding, advisory vote the following Say-On-Pay Resolution:
“RESOLVED, that the shareholders hereby approve the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K under the heading ‘EXECUTIVE COMPENSATION’ in the Company’s 2011 Proxy Statement, including the compensation tables and narrative discussion.”
At the Annual Meeting, 12,173,686 shares were voted in favor of the Say-On-Pay Resolution; 4,469,190 shares were voted opposed to the Say-On-Pay Resolution; and 233,129 shares were abstained from voting on the Say-On-Pay Resolution.
The Board of Directors also submitted to the shareholders for a non-binding, advisory vote the following Say-On-Frequency Proposal:
“PROPOSED, that the frequency with which the Company shall submit to its shareholders for an advisory vote a resolution approving the compensation of its named executive officers shall be either (select one): (i) every year; (ii) every two years; or (iii) every three years.”
With respect to the Say-On-Frequency Proposal, 10,620,348 shares were voted in favor of “Every Year”; 5,128 shares were voted in favor of “Every Two Years”; and 5,983,535 shares were voted in favor of “Every Three Years”.
No other matter was voted upon at the Annual Meeting.