AEL 8K 060911



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): June 9, 2011
AMERICAN EQUITY
INVESTMENT LIFE HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)

Iowa
001-31911
42-1447959
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Indentification No.)
6000 Westown Parkway, West Des Moines, Iowa
50266
(Address of Principal Executive Offices)
(Zip Code)
(515) 221-0002
(Registrant's telephone number, including area code)
Not Applicable
(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
American Equity Investment Life Holding Company (“Company”) held its Annual Meeting of Shareholders on June 9, 2011.  At the Annual Meeting, shareholders considered and voted upon seven proposals: (1) to elect a total of six directors to one-, two-, and three-year terms; (2) to consider and vote upon the 2011 Director Stock Option Plan; (3) to approve an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of the Company's common stock, $1 par value per share (“Common Stock”) from 125,000,000 shares to 200,000,000 shares; (4) to approve the issuance of Common Stock in certain circumstances upon conversion of the Company's 3.50% Convertible Senior Notes Due 2015 and upon exercise of related warrants in excess of the New York Stock Exchange limits for share issuances without shareholder approval; (5) to consider and vote upon the ratification of KPMG LLP as the Company's independent registered public accounting firm for 2011; (6) to conduct an advisory vote on executive compensation; and (7) to conduct an advisory vote on the frequency of holding future advisory votes on executive compensation.
The final results of the voting on each proposal were as follows:
1. Election of Directors
Nominee
 
For
 
Withheld
 
Broker
Non-Votes
Joyce A. Chapman
 
49,042,872

 
1,629,327

 
4,669,124

James M. Gerlach
 
48,100,765

 
2,571,434

 
4,669,124

Robert L. Howe
 
48,941,858

 
1,730,341

 
4,669,124

Debra J. Richardson
 
48,096,548

 
2,575,651

 
4,669,124

Gerard D. Neugent
 
44,280,036

 
6,392,163

 
4,669,124

David S. Mulcahy
 
49,773,922

 
898,277

 
4,669,124

Ms. Chapman, Mr. Gerlach, Mr. Howe and Ms. Richardson were elected to serve for a term expiring at the 2014 Annual Meeting of Shareholders or until their successors are elected and qualified. Mr. Neugent was elected to serve for a term expiring at the 2013 Annual Meeting of Shareholders or until his successor is elected and qualified. Mr. Mulcahy was elected to serve for a term expiring at the 2012 Annual Meeting of Shareholders or until his successor is elected and qualified.
2. Approval of Company's 2011 Director Stock Option Plan
For
 
Against
 
Abstain
 
Broker Non-Votes
49,214,938
 
1,413,074
 
44,187
 
4,669,124
The Company's 2011 Director Stock Option Plan was approved.
3. Approval of an Amendment to the Company's Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock from 125,000,000 Shares to 200,000,000 Shares
For
 
Against
 
Abstain
 
Broker Non-Votes
50,570,877
 
4,728,481
 
41,955
 
10
 The amendment to the Company's Articles of Incorporation was approved.





4. Approval of the Issuance of Common Stock in Certain Circumstances upon Conversion of the Company's 3.50% Convertible Senior Notes Due 2015 and upon Exercise of Related Warrants in Excess of the New York Stock Exchange Limits for Share Issuances Without Shareholder Approval
For
 
Against
 
Abstain
 
Broker Non-Votes
24,867,835
 
25,740,482
 
63,882
 
4,669,124
The issuance of Common Stock in certain circumstances upon conversion of the Company's 3.50% Convertible Senior Notes due 2015 and upon exercise of related warrants in excess of the New York Stock Exchange limits for share issuances without shareholder approval was not approved.
5. Ratification of Appointment of Independent Registered Public Accounting Firm
For
 
Against
 
Abstain
 
Broker Non-Votes
55,252,607
 
71,524
 
17,192
 
 The appointment of KPMG LLP as the Company's independent auditor for the 2011 fiscal year was ratified.
6. Advisory Vote on Compensation of Named Executive Officers
For
 
Against
 
Abstain
 
Broker Non-Votes
48,949,175
 
1,641,703
 
81,321
 
4,669,124
The shareholders approved, on an advisory basis, the compensation of the named executive officers.
 7. Advisory Votes on the Frequency of Future Advisory Votes on Executive Compensation
1 Year
 
2 Years
 
3 Years
 
Abstain
 
Broker Non-Votes
46,749,734
 
442,034
 
3,367,556
 
112,875
 
4,669,124
The shareholders voted, on an advisory basis, to hold future advisory votes on executive compensation annually. Based on this result and consistent with the Board of Directors' previous recommendation, the Company will hold its advisory vote on the compensation of its named executive officers annually until the next required vote on the frequency of shareholder votes on executive compensation unless changed by further action of the Board of Directors.







SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 14, 2011
 
 
AMERICAN EQUITY
 
 
INVESTMENT LIFE HOLDING COMPANY
 
 
 
 
 
 
 
 
 
 
By:
/s/ John M. Matovina
 
 
Name:
John M. Matovina
 
 
Title:
Chief Financial Officer and Treasurer