Item 5.07. Submission of Matters to a Vote of Security Holders
On
Proposal 1: Adoption of the Merger Agreement. The approval of the Merger
Agreement requires the affirmative vote of (i) holders of at least a majority of
all outstanding Class A common shares and Series B preferred shares, voting
together as a single class, (ii) holders of at least a majority of all
outstanding Class B common shares and (iii) holders of at least a majority of
all outstanding common shares held by all of the holders of outstanding common
shares excluding the
Proposal 2: Non-Binding Compensation Advisory Proposal. At the Special Meeting, the Company's shareholders voted upon and approved by the requisite vote a proposal to approve, on an advisory, non-binding basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger.
The voting results with respect to the Class A common shares and Series B preferred shares, voting as a single class, were as follows:
For Against Abstain Broker Non-Votes 26,551,648 1,037,401 21,086 0
The voting results with respect to the Class B common shares were as follows:
For Against Abstain Broker Non-Votes 10,647 254 0 0
Proposal 3: Authority to Adjourn the Special Meeting. At the Special Meeting, the Company's shareholders voted upon and approved by the requisite vote a proposal to approve the adjournment of the Special Meeting from time to time, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement. The votes on this proposal were as follows:
The voting results with respect to the Class A common shares and Series B preferred shares, voting as a single class, were as follows:
For Against Abstain Broker Non-Votes 23,872,107 3,682,367 55,661 0
The voting results with respect to the Class B common shares were as follows:
For Against Abstain Broker Non-Votes 10,647 254 0 0
Accordingly, the Special Meeting was adjourned to
Item 8.01 Other Events
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description
2.1 Agreement and Plan of Merger by and amongFarm Bureau Property & Casualty Insurance Company , 5400Merger Sub, Inc. andFBL Financial Group, Inc. , datedJanuary 11, 2021 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed onJanuary 11, 2021 ). 2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as ofMay 2, 2021 , by and amongFarm Bureau Property and Casualty Insurance Company , 5400Merger Sub, Inc. andFBL Financial Group, Inc. , datedMay 2, 2021 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed onMay 3, 2021 ). 99.1 Press Release datedApril 29, 2021 104 Cover page Interactive Data File formatted as iXBRL (Inline eXtensible Business Reporting Language) Forward-Looking Statements
Some of the statements in this communication are forward-looking statements (or
forward-looking information). When we use words such as "anticipate," "intend,"
"plan," "seek," "believe," "may," "could," "will," "should," "would," "could,"
"estimate," "continue," "predict," "potential," "project," "expect," or similar
expressions, we do so to identify forward-looking statements. Forward-looking
statements are based on current expectations that involve assumptions that are
difficult or impossible to predict accurately and many of which are beyond our
control, including general economic and market conditions, industry conditions,
operational and other factors. Actual results may differ materially from those
expressed or implied in these statements as a result of significant risks and
uncertainties, including, but not limited to, the occurrence of any event,
change or other circumstances that could give rise to the termination of the
merger agreement; the inability to obtain the requisite shareholder approval for
the Merger or the failure to satisfy other conditions to completion of the
Merger; the risk that shareholder litigation in connection with the Merger may
result in significant costs of defense, indemnification and liability; risks
that the Merger disrupts current plans and operations; the ability to recognize
the benefits of the transaction; the amount of the costs, fees, and expenses and
charges related to the transaction; change in interest rates; changes in laws
and regulations; differences between actual claims experience and underwriting
assumptions; relationships with
Additional Information and Where to Find It
In connection with the Merger,
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