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
May 13, 2011
Date of Report (Date of earliest event reported)
PICO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| California | 33-36383 | 94-2723335 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 875 Prospect Street, Suite 301, La Jolla, California | 92037 | |
| (Address of principal executive offices) | (Zip Code) |
(858) 456-6022
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ¨ | 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 CRF 240.14a-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 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The following matters were voted upon at the Annual Meeting of Shareholders of PICO Holdings, Inc., (the “Company”) held on May 13, 2011.
| 1. | To elect two members to the Board of Directors of the Company. The shareholders elected two directors to hold office until the 2014 Annual Meeting of Shareholders, or until their successors are duly elected and qualified, by the following votes: |
| Name of Directors Elected |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| John R. Hart |
16,307,530 | 2,970,750 | 46,032 | 1,762,610 | ||||||||||||
| Ronald Langley |
18,983,979 | 294,751 | 45,582 | 1,762,610 | ||||||||||||
The following individuals are continuing directors with terms expiring upon the 2012 Annual Meeting of Shareholders: Robert G. Deuster, Richard D. Ruppert and Julie H. Sullivan.
The following individuals are continuing directors with terms expiring upon the 2013 Annual Meeting of Shareholders: Carlos C. Campbell, Kristina M. Leslie and Kenneth J. Slepicka.
| 2. | To vote on an advisory (non-binding) basis on the compensation of our named executive officers. The proposal was not approved, by the following vote: |
| For | Against | Abstain | Broker Non-Votes | |||
| 7,508,152 | 11,782,217 | 33,943 | 1,762,610 |
| 3. | To vote on an advisory (non-binding) basis on the frequency of an advisory vote on executive compensation in the future. The vote of every One Year received the largest number of votes, as indicated below: |
| One Year | Two Years |
Three Years |
Abstain | Broker Non-Votes | ||||
| 12,307,020 | 45,480 | 6,952,449 | 19,313 | 1,762,610 |
| 4. | To ratify the appointment of Deloitte & Touche LLP to serve as the independent registered public accountant for the 2011 fiscal year. The proposal was approved, by the following vote: |
| For | Against | Abstain | Broker Non-Votes | |||
| 20,950,583 | 131,959 | 4,380 | 0 |
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.
| PICO HOLDINGS, INC. | ||||||
| Date: May 19, 2011 | ||||||
| By: /s/ James F. Mosier | ||||||
| James F. Mosier General Counsel and Secretary |