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NATIONAL INTERSTATE CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 18, 2014, the shareholders of National Interstate Corporation (the "Company") approved the Amendment and Restatement of the Company's Long Term Incentive Plan (the "Plan"), under which the term of the plan was extended by ten years. The Plan, as amended, is attached as Exhibit 10.1 to this Current Report on Form 8-K. ITEM 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting of Shareholders of the Company was held on September 18, 2014. Matters submitted to shareholders at the meeting and the voting results thereof were as follows: 1. Election of Directors. The shareholders of the Company elected the following four Class II directors, each to serve until the 2016 Annual Meeting of Shareholders or until their successor is duly elected and qualified: Ronald J. Brichler, Patrick J. Denzer, Keith A. Jensen, and Alan R. Spachman. The following is a breakdown of the voting results: VOTES VOTES DIRECTOR FOR WITHHELD Ronald J. Brichler 15,414,304 3,248,641 Patrick J. Denzer 18,006,700 656,245 Keith A. Jensen 15,002,019 3,660,926 Alan R. Spachman 17,285,535 1,377,410 There were 234,080 broker non-votes for Proposal No. 1. Patrick J. Denzer was appointed to the Company's Audit Committee. 2. Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm. The shareholders of the Company ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm. The following is a breakdown of the voting results: VOTES FOR VOTES AGAINST ABSTENTIONS NON-VOTES 18,855,214 21,550 20,261 0 -------------------------------------------------------------------------------- 3. Advisory Vote on Executive Compensation. The shareholders of the Company voted to approve the following advisory (non-binding) proposal: RESOLVED, that the shareholders of National Interstate Corporation approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Company's 2014 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which includes the Compensation Discussion and Analysis, the compensation tables and any related material). VOTES FOR VOTES AGAINST ABSTENTIONS NON-VOTES 15,395,583 2,690,069 577,293 234,080 4. Approval of the Amendment and Restatement of the Long Term Incentive Plan. The shareholders of the Company voted to approve the amendment and restatement of the Company's Long Term Incentive Plan to extend the term of the Long Term Incentive Plan by ten years and for Internal Revenue Code Sections 162(m) and 422 purposes. VOTES FOR VOTES AGAINST ABSTENTIONS NON-VOTES 15,906,571 2,735,743 20,631 234,080 |