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):      May 10, 2011     

DELPHI FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-11462		13-3427277
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, DE		19899
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code 302-478-5142

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.

(a) On May 10, 2011, Delphi Financial Group, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders. The voting results for the matters acted upon at this meeting were as follows:

1) Election of directors:

		Votes				Votes				Broker
		For				Withheld				Non-Votes
Class A Director:
Philip R. O’Connor			36,017,576				6,573,854				3,796,822
Directors:
Kevin R. Brine			91,121,140				371,893				3,796,822
Edward A. Fox			89,025,107				2,467,926				3,796,822
Steven A. Hirsh			91,247,786				245,247				3,796,822
Harold F. Ilg			88,962,493				2,530,540				3,796,822
James M. Litvack			91,248,830				244,203				3,796,822
James N. Meehan			89,810,771				1,682,262				3,796,822
Robert Rosenkranz			88,826,812				2,666,221				3,796,822
Donald A. Sherman			88,973,082				2,519,951				3,796,822
Robert F. Wright			89,594,692				1,898,341				3,796,822

2) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

Votes for			92,896,418
Votes against			2,381,487
Abstentions			11,950

3) Advisory vote on the compensation of the named executive officers as disclosed in the 2011 Proxy Statement.

Votes for			79,614,943
Votes against			11,863,432
Abstentions			14,658
Broker non-votes			3,796,822

4) Advisory vote on the frequency of executive compensation advisory votes.

1 Year			86,891,010
2 Years			67,482
3 Years			4,458,933
Abstentions			75,608
Broker non-votes			3,796,822

(b) Consistent with the Board’s recommendation that future advisory votes on the compensation of the Company’s named executive officers be held on an annual basis, the Board of Directors of the Company has determined that such votes will be held annually.

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.

Date: May 16, 2011