You are cordially invited to attend a special meeting (the âSpecial
You are cordially invited to attend a special meeting (the âSpecial
You are cordially invited to attend a special meeting (the âSpecial
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
February 29, 2012, <strong>the</strong>re were 27,277,285 sh<strong>are</strong>s of <strong>the</strong> Company’s common s<strong>to</strong>ck outstanding andentitled <strong>to</strong> vote at <strong>the</strong> Special Meeting. A quorum of s<strong>to</strong>ckholders is necessary <strong>to</strong> take action at <strong>the</strong>Special Meeting. A majority of <strong>the</strong> outstanding sh<strong>are</strong>s of <strong>the</strong> Company’s common s<strong>to</strong>ck, represented inperson or by proxy, will constitute a quorum. As a result of <strong>the</strong> Voting Agreement (described below),<strong>the</strong>re will be a quorum of s<strong>to</strong>ckholders of <strong>the</strong> Company at <strong>the</strong> Special Meeting.Required Vote (page 20)The proposal <strong>to</strong> adopt <strong>the</strong> Merger Agreement requires <strong>the</strong> affirmative vote of a majority of <strong>the</strong>issued and outstanding sh<strong>are</strong>s of <strong>the</strong> Company’s common s<strong>to</strong>ck as of <strong>the</strong> close of business on <strong>the</strong>record date. Because <strong>the</strong> affirmative vote of a majority of <strong>the</strong> issued and outstanding sh<strong>are</strong>s of <strong>the</strong>Company’s common s<strong>to</strong>ck as of <strong>the</strong> close of business on <strong>the</strong> record date is needed <strong>to</strong> adopt <strong>the</strong> MergerAgreement, <strong>the</strong> failure <strong>to</strong> submit your proxy or vote in person will have <strong>the</strong> same effect as a vote‘‘AGAINST’’ <strong>the</strong> proposal <strong>to</strong> adopt <strong>the</strong> Merger Agreement. Abstentions and broker non-votes also willhave <strong>the</strong> same effect as a vote ‘‘AGAINST’’ <strong>the</strong> proposal <strong>to</strong> adopt <strong>the</strong> Merger Agreement.The proposal <strong>to</strong> approve, on a non-binding advisory basis, <strong>the</strong> golden parachute compensationrequires <strong>the</strong> affirmative vote of a majority of <strong>the</strong> sh<strong>are</strong>s of <strong>the</strong> Company’s common s<strong>to</strong>ck representedin person or by proxy at <strong>the</strong> Special Meeting and entitled <strong>to</strong> vote <strong>the</strong>reon. Broker non-votes will notapply <strong>to</strong> <strong>the</strong> proposal <strong>to</strong> approve, on a non-binding advisory basis, <strong>the</strong> golden parachute compensation.Abstentions will count as votes cast ‘‘AGAINST’’ <strong>the</strong> proposal <strong>to</strong> approve, on a non-binding advisorybasis, <strong>the</strong> golden parachute compensation.Accordingly, <strong>the</strong> Company’s board of direc<strong>to</strong>rs urges you <strong>to</strong> complete, date, sign and return <strong>the</strong>accompanying proxy card, or <strong>to</strong> submit a proxy by telephone or through <strong>the</strong> Internet by following <strong>the</strong>instructions included with your proxy card, or, in <strong>the</strong> event you hold your sh<strong>are</strong>s through a broker oro<strong>the</strong>r nominee, by following <strong>the</strong> separate voting instructions received from your broker or nominee. Ifyou intend <strong>to</strong> submit your proxy by telephone or through <strong>the</strong> Internet you must do so no later than11:59 p.m. (E.S.T.) on April 23, 2012, and if you intend <strong>to</strong> submit your proxy by mail it must bereceived by us prior <strong>to</strong> <strong>the</strong> commencement of voting at <strong>the</strong> Special Meeting.S<strong>to</strong>ckholder Voting Agreement (page 23)In connection with <strong>the</strong> Merger Agreement, Harleysville Mutual, <strong>the</strong> owner as of such date ofapproximately 53.5% of <strong>the</strong> issued and outstanding sh<strong>are</strong>s of common s<strong>to</strong>ck of <strong>the</strong> Company, enteredin<strong>to</strong> a S<strong>to</strong>ckholder Voting Agreement with Nationwide Mutual (<strong>the</strong> ‘‘Voting Agreement’’). Pursuant <strong>to</strong><strong>the</strong> Voting Agreement, Harleysville Mutual agreed <strong>to</strong> vote its sh<strong>are</strong>s of common s<strong>to</strong>ck of <strong>the</strong> Companyin favor of <strong>the</strong> proposal <strong>to</strong> adopt <strong>the</strong> Merger Agreement and in any o<strong>the</strong>r circumstances upon which avote, consent or o<strong>the</strong>r approval is sought with respect <strong>to</strong> <strong>the</strong> Merger Agreement, <strong>the</strong> Merger or o<strong>the</strong>rtransactions contemplated by <strong>the</strong> Merger Agreement. Accordingly, unless <strong>the</strong> Voting Agreement isterminated as a result of <strong>the</strong> termination of <strong>the</strong> Merger Agreement, Harleysville Mutual will vote itssh<strong>are</strong>s of common s<strong>to</strong>ck of <strong>the</strong> Company in favor of <strong>the</strong> proposal <strong>to</strong> adopt <strong>the</strong> Merger Agreement andno vote of any s<strong>to</strong>ckholder o<strong>the</strong>r than Harleysville Mutual is required <strong>to</strong> adopt <strong>the</strong> Merger Agreement,and <strong>the</strong> Merger Agreement will be adopted at <strong>the</strong> Special Meeting. The Voting Agreement willterminate upon <strong>the</strong> earlier of (i) <strong>the</strong> effective time of <strong>the</strong> Mergers, and (ii) <strong>the</strong> termination of <strong>the</strong>Merger Agreement in accordance with its terms.Voting by Proxy (page 20)If you <strong>are</strong> a registered s<strong>to</strong>ckholder (that is, if you hold your sh<strong>are</strong>s of <strong>the</strong> Company’s commons<strong>to</strong>ck in certificate form), <strong>the</strong> enclosed proxy represents <strong>the</strong> number of sh<strong>are</strong>s of <strong>the</strong> Company’scommon s<strong>to</strong>ck held of record by you.3