Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal 1 and Proposal 2 listed below were submitted to a vote of shareholders
at the UCFC special meeting. The proposals listed below are described in detail
in the joint proxy statement/prospectus filed by UCFC with the
Proposal 1 - Merger Proposal
The proposal was to adopt the Agreement and Plan of Merger, dated as
Votes For Votes Against Votes Abstained Broker Non-Votes 34,512,043 413,752 205,848 N/A
Proposal 2 - Compensation Proposal
The proposal was to approve, on a non-binding, advisory basis, the compensation to be paid to UCFC's named executive officers that is based on or otherwise relates to the merger of UCFC with and into FDEF (the "compensation proposal"). The compensation proposal was approved.
Votes For Votes Against Votes Abstained Broker Non-Votes 26,256,896 8,477,195 397,552 N/A
Proposal 3 - Adjournment Proposal
In connection with the UCFC special meeting, the Board of Directors of UCFC also solicited proxies with respect to a proposal to adjourn the UCFC special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the merger proposal. The adjournment proposal was not submitted to UCFC shareholders for approval at the UCFC special meeting because UCFC shareholders approved the merger proposal, as noted above.
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