ICC Holdings Inc.

11/26/2024 | Press release | Distributed by Public on 11/26/2024 15:32

Proxy Results Form 8 K

Item 5.07
Submission of Matters to a Vote of Security Holders.
On November 26, 2024, ICC Holdings, Inc. (the "Company") held its Special Meeting of Shareholders (the "Special Meeting") for which the Board of Directors solicited proxies. At the Special Meeting, the shareholders of the Company voted on the following proposals described in the Proxy Statement dated October 28, 2024.
The proposals voted on by the shareholders of the Company at the Special Meeting were as follows:
Proposal No. 1. The shareholders approved and adopted the Agreement and Plan of Merger, dated as of June 8, 2024, by and among Mutual Capital Holdings, Inc., a Pennsylvania corporation ("Mutual Capital"), Mutual Capital Merger Sub, Inc., a Pennsylvania corporation and wholly owned subsidiary of Mutual Capital ("Merger Sub"), and the Company, as amended by that certain Amendment to Merger Agreement, dated as of October 11, 2024 (as it may be further amended from time to time, the "merger agreement"), pursuant to which Merger Sub will be merged with and into the Company (the "merger"), as set forth below:
Votes
Votes
Broker
‎For
‎ Against
Abstentions
Non-Votes
2,643,552 85
Proposal No. 2. The shareholders approved, on an advisory (non-binding) basis, the compensation that may become payable to the Company's named executive officers in connection with the merger, as set forth below:
Votes
Votes
Broker
‎For
‎ Against
Abstentions
Non-Votes
2,526,689 88,984
27,964
Proposal No. 3. The shareholders approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to approve and adopt the merger agreement, as set forth below:
Votes
Votes
Broker
‎For
‎ Against
Abstentions
Non-Votes
2,641,691 1,935
10