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Form 8-K Amtrust Financial Servic For: Dec 15

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December 16, 2015 8:46 AM EST


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
 


Date of Report (Date of Earliest Event Reported)
December 15, 2015
  
AmTrust Financial Services, Inc.
(Exact name of registrant as specified in its charter)
 

Delaware
 
001-33143
 
04-3106389
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 

59 Maiden Lane, 43rd Floor, New York, New York
10038
(Address of principal executive offices)
 
(Zip Code)
 


Registrant’s telephone number, including area code
(212) 220-7120

 


 
(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 CFR 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 240.133-4 (c))
 







Item 5.03    Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

As reported in Item 5.07 below, AmTrust Financial Services, Inc.’s (the “Company”) stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the Company’s authorized number of shares of common stock from 150,000,000 shares to 500,000,000 shares. The Company's Board of Directors approved the increase to the Company’s authorized shares of common stock on September 24, 2015, subject to approval by the Company’s stockholders at the Special Meeting of Stockholders held on December 15, 2015.

The Certificate of Amendment of Amended and Restated Certificate of Incorporation reflecting the increase, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference, was filed with the Secretary of State of the State of Delaware on December 15, 2015. A summary of the amendment was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 4, 2015.

Item 5.07
Submission of Matters to a Vote of Security Holders.

The Company held a Special Meeting of Stockholders on December 15, 2015. The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s definitive proxy statement, are as follows:

Description of Matters Submitted

 
 
 
For
 
Against
 
Abstain
1.
Approval of amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 500,000,000.
 
61,736,860

 
15,996,841

 
120,869


Item 9.01    Exhibits.

(d)
Exhibits.

Exhibit No.
 
Description

3.1
 

Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation.







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. 
 

 
AmTrust Financial Services, Inc.
 
(Registrant)
 

Date
December 16, 2015
 

 
/s/ Stephen Ungar
 
Stephen Ungar
 
SVP, General Counsel and Secretary
 


Exhibit 3.1

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
AMTRUST FINANCIAL SERVICES, INC.

AmTrust Financial Services, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify:

FIRST: That at a meeting of the Board of Directors of the Corporation, a resolution was duly adopted setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Corporation be amended by changing Article IV, Section 4.1 so that, as amended, said Article shall be and read as follows:

Section 4.1 Classes Of Stock. The total number of shares of all classes of stock that the Corporation shall have authority to issue is 510,000,000 shares of capital stock, consisting of 500,000,000 shares of common stock, $0.01 par value per share (the “Common Stock”) and 10,000,000 shares of preferred stock, $0.01 par value per share (the “Preferred Stock”).

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Amended and Restated Certificate of Incorporation to be executed by a duly authorized officer this 15th day of December, 2015.


AMTRUST FINANCIAL SERVICES, INC.


By: /s/ Stephen Ungar            
Stephen Ungar
Senior Vice President, Secretary and General Counsel


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