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: September 10, 2013
(Date of earliest event reported)

FEDERATED NATIONAL HOLDING COMPANY
(Exact name of registrant as specified in its charter)

Florida
 
0-2500111
 
65-0248866
(State or other jurisdiction of incorporation)
 
(Commission  File Number)
 
(I.R.S. Employer Identification No.)

14050 NW 14 Street, Suite 180
 
 
Sunrise, FL
 
33323
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code:  (954) 581-9993
 
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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.

Annual Meeting of Shareholders

On September 10, 2013, Federated National Holding Company (the "Company") held its annual meeting of shareholders. A total of 7,017,514 of the Company’s outstanding shares of common stock, representing approximately 86.1% of the shares eligible to vote, were present or represented by proxy at the annual meeting. The following four proposals were voted on at the annual meeting, and each was approved by the Company’s shareholders with the necessary number of votes required by the Company’s charter documents and applicable corporate law:

1. The election of Michael H. Braun, Peter J. Prygelski, III, and Jenifer G. Kimbrough as Class I directors to serve until the annual meeting of shareholders to be held in 2016 or until their successors are elected and qualified;
2. To hold an advisory vote on the Company’s executive compensation;
3. To hold an advisory vote on the frequency of future advisory votes on the Company’s executive compensation; and
4. To ratify the appointment of DeMeo Young McGrath as the Company’s independent registered public accounting firm for the 2013 fiscal year.

            The table below states the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, for each of the proposals voted on at the annual meeting:

Description of Matter
For
Against
Withheld
Abstentions
Broker Non-Votes
1.
Election of Directors:
 
 
 
 
 
 
 
 
 
 
 
Michael H. Braun
3,859,442
N/A
312,995
N/A
2,845,077
 
 
 
 
 
 
Peter J. Prygelski, III
3,674,673
N/A
497,764
N/A
2,845,077
 
 
 
 
 
 
Jenifer G. Kimbrough
3,836,518
N/A
335,919
N/A
2,845,077
 
 
 
 
 
 
2.
Advisory vote approving the Company’s executive compensation.
2,870,140
1,289,318
N/A
12,979
2,845,077

Description of Matter
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
 
3.
Advisory vote approving the frequency of future advisory votes on the Company’s executive compensation to occur every three years.
1,901,543
50,791
2,208,935
11,168
2,845,077
 
 
 
 
 
 
Description of Matter
For
Against
Withheld
Abstentions
Broker Non-Votes
 
 
 
 
 
 
4.
Ratification of the appointment of DeMeo Young McGrath as the Company’s independent registered public accounting firm for the 2013 fiscal year.
6,888,257
64,070
N/A
65,187
N/A

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.

 
 
21ST CENTURY HOLDING COMPANY
 
 
 
 
Date: September 12, 2013
 
 By: /s/ Peter J. Prygelski, III
 
 
Name:    Peter J. Prygelski, III
 
 
Title:       Chief Financial Officer
 
 
(Principal Accounting and Financial Officer)