employers8k.htm


 
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): May 27, 2010
 
EMPLOYERS HOLDINGS, INC.
 
(Exact Name of Registrant as Specified in its Charter)
_____________________

NEVADA
(State or Other Jurisdiction of
Incorporation)
001-33245
(Commission File Number)
04-3850065
(I.R.S. Employer Identification No.)
 
10375 Professional Circle
Reno, Nevada
(Address of Principal Executive Offices)
  
 
89521
(Zip Code)
 
Registrant's telephone number including area code: (888) 682-6671
 
No change since last report
(Former Name or 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))
 
 
 
 
 
 

 
Section 5 – Corporate Governance and Management
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 27, 2010, at the 2010 Annual Meeting of Stockholders (the "2010 Annual Meeting") of Employers Holdings, Inc. (the "Company"), the Company's stockholders approved amendments to the Employers Holdings, Inc. Amended and Restated Equity and Incentive Plan (as amended, the "Plan"). A description of the amendments to the Plan is contained in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 14, 2010, and a copy of the Plan is attached as Exhibit 10.1 hereto. The Plan and the description thereof are incorporated herein by reference.

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

The 2010 Annual Meeting was held on May 27, 2010. The matters that were voted upon at such meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.

1.
Election of three directors to serve until the 2013 Annual Meeting of Stockholders:
 

 
Votes For
  
Votes Withheld
  
Broker Non-Votes
Rose E. McKinney-James
24,822,968
  
245,892
  
4,126,534
John P. Sande, III
24,688,168
  
380,692
  
4,126,534
Martin J. Welch
24,255,396
  
813,464
  
4,126,534

2.
Approval of amendments to the Employers Holdings, Inc. Amended and Restated Equity and Incentive Plan:

Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
20,370,182
  
4,571,599
  
127,079
  
4,126,534

3.
Ratification of the appointment of Ernst &Young LLP as the Company's independent accounting firm for the fiscal year ending December 31, 2010:

Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
29,059,963
  
50,640
  
84,791
  
0
 
 
Section 9 – Financial Statements and Exhibits
 
Item 9.01.
Financial Statements and Exhibits.

10.1           Employers Holdings, Inc. Amended and Restated Equity and Incentive Plan.
 

 
 
 
 

 
SIGNATURE
 
 
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.
 
   
EMPLOYERS HOLDINGS, INC.
         
         
   
By:
/s/  Lenard T. Ormsby
  
   
Name:
Lenard T. Ormsby
  
   
Title:
Executive Vice President, Chief
  
     
Legal Officer and General Counsel
  

Dated:  May 28, 2010
 

 
 
 

 
Exhibit Index

Exhibit No.
  
Exhibit
10.1
  
Employers Holdings, Inc. Amended and Restated Equity and Incentive Plan.