UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 16, 2006 (May 10, 2006)
FIRST ACCEPTANCE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-6802
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75-1328153 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.) |
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3813 Green Hills Village Drive
Nashville, Tennessee
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37215 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(615) 844-2800
(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 (see General
Instruction A.2. below):
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))
TABLE OF CONTENTS
Item 1.01 — Entry into a Material Definitive Agreement.
Non-Employee Director Compensation
On May 10, 2006, the Board of Directors of First Acceptance Corporation, upon the recommendation of
the Compensation Committee of the Board of Directors, approved revised terms of compensation to be
paid to the non-employee directors of the Company. Each non-employee director will receive an
annual retainer of $20,000, payable in equal, quarterly installments in arrears. The Chairman of
the Audit Committee of the Board of Directors will receive an additional annual retainer of $5,000,
payable in equal, quarterly installments in arrears. Non-employee directors will also receive a
fee of $2,000 for each Board of Directors meeting attended and $1,000 for each board committee
meeting attended. In addition, non-employee directors other than Gerald J. Ford and Donald J.
Edwards will receive an award pursuant to the Company’s 2002 Long Term Incentive Plan of 1,000
shares of restricted stock on the date of each annual meeting of the Company’s stockholders. The
restricted stock will be subject to forfeiture if the director ceases to serve as a director of the
Company during the period of six months following the date of the award, subject to certain
exceptions.
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.
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FIRST ACCEPTANCE CORPORATION |
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By:
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/s/ Stephen J. Harrison |
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Stephen J. Harrison |
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President and Chief Executive Officer |
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Date: May 16, 2006