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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Atlantic American Corporation | NASDAQ:AAME | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.88 | 1.83 | 2.01 | 1.98 | 1.87 | 1.88 | 1,748 | 05:00:00 |
ATLANTIC AMERICAN CORPORATION
|
(Name of Registrant as Specified In Its Charter)
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
(1)
|
To elect six (6) directors of the Company to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified;
|
(2)
|
To ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and
|
(3)
|
To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
J. Ross Franklin
|
|
| |
Vice President, Chief Financial Officer
and Secretary
|
1.
|
ELECTION OF DIRECTORS
|
|
||||||
Name
|
| |
Age
|
| |
Position with the Company
|
Hilton H. Howell, Jr.
|
| |
58
|
| |
Chairman of the Board, President and Chief Executive Officer
|
Robin R. Howell
|
| |
56
|
| |
Director
|
Mark E. Preisinger
|
| |
61
|
| |
Director
|
Joseph M. Scheerer
|
| |
46
|
| |
Director
|
Scott G. Thompson
|
| |
76
|
| |
Director
|
D. Keehln Wheeler
|
| |
60
|
| |
Director
|
2.
|
RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
| |
Common Stock(1)
|
| |
Series D Preferred Stock(1)
|
||||||
Name of Stockholder
|
| |
Number of Shares
|
| |
Percent of Class
|
| |
Number of Shares
|
| |
Percent of Class
|
Harriett J. Robinson
|
| |
15,217,583(2)
|
| |
74.54%
|
| |
55,000(2)
|
| |
100%
|
Hilton H. Howell, Jr.
|
| |
884,243(3)
|
| |
4.33%
|
| |
—
|
| |
—
|
Robin R. Howell
|
| |
4,040,312(4)
|
| |
19.79%
|
| |
—
|
| |
—
|
Mark E. Preisinger
|
| |
10,000
|
| |
*
|
| |
—
|
| |
—
|
Joseph M. Scheerer
|
| |
20,000
|
| |
*
|
| |
—
|
| |
—
|
Scott G. Thompson
|
| |
145,954
|
| |
*
|
| |
—
|
| |
—
|
D. Keehln Wheeler
|
| |
20,000
|
| |
*
|
| |
—
|
| |
—
|
J. Ross Franklin
|
| |
43,818(5)
|
| |
*
|
| |
—
|
| |
—
|
All directors and executive officers as a group (8 persons)
|
| |
16,341,598(6)
|
| |
80.05%
|
| |
55,000
|
| |
100%
|
*
|
Represents less than one percent.
|
(1)
|
All shares of stock are owned “beneficially” as set forth in the rules of the SEC. Under those rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of, or to direct the disposition of, such security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership (such as by exercise of options) within 60 days. Under such rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may disclaim any beneficial interest. Except as indicated in other notes to this table, directors and executive officers possessed sole voting and investment power with respect to all shares of stock referred to in the table. Except upon the occurrence of certain events, shares of Series D preferred stock, par value $1.00 per share (the “Series D Preferred Stock”), are not entitled to any vote, whereas each share of Common Stock entitles its holder to one vote. The shares of Series D Preferred Stock are not currently convertible, but may become convertible into shares of Common Stock under certain conditions.
|
(2)
|
Includes: 8,047,048 shares of Common Stock held in trust for her children, with respect to which she serves as trustee; 919,721 shares of Common Stock held in trust for her grandchildren, with respect to which she serves as trustee; 3,756,746 shares of Common Stock owned by Gulf Capital Services, LLLP; 1,363,809 shares of Common Stock and 55,000 shares of Series D Preferred Stock owned by Delta Life Insurance Company (“Delta Life”); and 300,000 shares of Common Stock owned by Delta Fire & Casualty Insurance Company, all of which entities are controlled by Mrs. Robinson.
|
(3)
|
Includes: 262,272 shares held pursuant to the Company’s 401(k) Plan; 53,333 shares of restricted stock as to which the holder has voting, but not dispositive power; and 86,031 shares owned directly or indirectly by his wife, excluding shares held in a trust for her benefit over which she does not have voting or dispositive power.
|
(4)
|
Includes: 3,954,281 shares held in a trust for her benefit over which Harriett J. Robinson serves as trustee; 2,175 shares held in an individual retirement account; and 61,956 shares owned by Mrs. Howell as custodian for her children. Does not include any shares held by Mr. Howell (see note 3 above).
|
(5)
|
Includes 20,000 shares of restricted stock as to which the holder has voting, but not dispositive power.
|
(6)
|
See notes 2 through 5 above.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)(1)
|
| |
Stock
Awards
($)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
Hilton H. Howell, Jr.
Chairman of the Board,
President and CEO
|
| |
2020
|
| |
500,000
|
| |
675,000
|
| |
-0-
|
| |
107,734(2)
|
| |
1,282,734
|
|
2019
|
| |
500,000
|
| |
450,000
|
| |
216,000(3)
|
| |
109,665(4)
|
| |
1,275,665
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
J. Ross Franklin
Vice President,
CFO and Secretary
|
| |
2020
|
| |
312,500
|
| |
225,000
|
| |
-0-
|
| |
50,111(5)
|
| |
587,611
|
|
2019
|
| |
294,792
|
| |
150,000
|
| |
81,000(6)
|
| |
49,478(7)
|
| |
575,270
|
(1)
|
Discretionary bonuses awarded by the Stock Option and Compensation Committee.
|
(2)
|
Includes fees paid in cash for serving as a director of the Company and subsidiaries of $76,000 and 401(k) plan employer contributions of $31,635.
|
(3)
|
Mr. Howell was granted 80,000 shares of restricted stock on September 4, 2019. Grant date fair value was $2.70 per share. Shares vest one-third each of September 4, 2020, 2021, and 2022.
|
(4)
|
Includes fees paid in cash for serving as a director of the Company and subsidiaries of $76,000 and 401(k) plan employer contributions of $31,080.
|
(5)
|
Includes fees paid in cash for serving as a director of the Company and subsidiaries of $18,000 and 401(k) plan employer contributions of $31,504.
|
(6)
|
Mr. Franklin was granted 30,000 shares of restricted stock on September 4, 2019. Grant date fair value was $2.70 per share. Shares vest one-third each of September 4, 2020, 2021, and 2022.
|
(7)
|
Includes fees paid in cash for serving as a director of the Company and subsidiaries of $18,000 and 401(k) plan employer contributions of $30,906.
|
Stock Awards
|
||||||||||||
Name
|
| |
# of Shares
or Units of Stock
That Have Not
Vested
|
| |
Market Value of
Shares or Units of
Stock That Have
Not Vested ($)
|
| |
Equity Incentive Plan
Awards: # of Unearned
Shares, Units or Other
Rights That Have Not
Vested
|
| |
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares, Units
or Other Rights that
Have Not Vested ($)(1)
|
Hilton H. Howell, Jr.
|
| |
—
|
| |
-0-
|
| |
53,333
|
| |
$109,866
|
J. Ross Franklin
|
| |
—
|
| |
-0-
|
| |
20,000
|
| |
$41,200
|
(1)
|
Calculated by multiplying $2.06, the closing market price per share of Common Stock on December 31, 2020, by the number of restricted shares that have not vested.
|
2020 Director Compensation
|
||||||||||||
Name
|
| |
Fees Earned
or Paid in
Cash
($)
|
| |
Stock
Awards
($)(1)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
Hilton H. Howell, Jr.
|
| |
40,000
|
| |
-0-
|
| |
-0-
|
| |
40,000(2)(3)
|
Robin R. Howell
|
| |
40,000
|
| |
-0-
|
| |
-0-
|
| |
40,000(3)
|
Mark E. Preisinger
|
| |
44,000
|
| |
-0-
|
| |
-0-
|
| |
44,000
|
Joseph M. Scheerer
|
| |
44,000
|
| |
-0-
|
| |
-0-
|
| |
44,000
|
Scott G. Thompson
|
| |
40,000
|
| |
-0-
|
| |
-0-(4)
|
| |
40,000
|
D. Keehln Wheeler
|
| |
44,000
|
| |
-0-
|
| |
-0-
|
| |
44,000
|
(1)
|
Grant date fair value of stock awards calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification 718. For a discussion of assumptions underlying the value of equity incentive awards, see note 10 of the notes to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
|
(2)
|
All fees earned or paid in cash are included under the heading “All Other Compensation” in the Summary Compensation Table above.
|
(3)
|
Does not include amounts deemed received pursuant to certain related transactions and described below in “Certain Relationships and Related Transactions.”
|
(4)
|
For Mr. Thompson, excludes compensation received as an employee of a subsidiary of the Company.
|
1 Year Atlantic American Chart |
1 Month Atlantic American Chart |
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