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): April 21, 2011

Donegal Group Inc.

(Exact name of registrant as specified in its charter)

Delaware		0-15341		23-02424711
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. employer identification no.)

1195 River Road, Marietta, Pennsylvania		17547
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: 717-426-1931

Not Applicable

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 1.01.		Entry into a Material Definitive Agreement.

     As reported in Item 5.07 of this Form 8-K Report, our stockholders approved the following plans (collectively, the “Plans”) at our April 21, 2011 annual meeting of stockholders (the “Annual Meeting”):

	•		Donegal Group Inc. 2011 Employee Stock Purchase Plan.
	•		Donegal Group Inc. 2011 Equity Incentive Plan for Employees.
	•		Donegal Group Inc. 2011 Equity Incentive Plan for Directors.

     We attach each of the Plans as an exhibit to this Form 8-K Report. We incorporate by reference in this Form 8-K Report the descriptions of the material terms of the Plans from our proxy statement for our Annual Meeting we filed with the Securities and Exchange Commission on March 18, 2011.

Item 5.07.		Submission of Matters to a Vote of Security Holders.

     Our stockholders voted as follows at our Annual Meeting:

     The total number of votes represented at the Annual Meeting in person or by proxy was 7,549,999 of the total of 7,578,081 votes entitled to vote at the Annual Meeting.

     At the Annual Meeting, our stockholders elected Robert S. Bolinger, Patricia A. Gilmartin, Philip H. Glatfelter, II and Jack L. Hess as Class A Directors to serve for a term of three years and until the election of their successors. The votes cast for the election of Class A Directors were as follows:

		Number of Votes
		For		Withheld		Broker Non-Votes
Robert S. Bolinger		6,542,497		52,719		954,783
Patricia A. Gilmartin		6,521,659		73,557		954,783
Philip H. Glatfelter, II		6,396,868		198,345		954,783
Jack L. Hess		6,532,135		63,078		954,783

     No shares abstained with respect to the election of Class A Directors.

Our stockholders also approved the following actions:

•

Ratification of the selection by the audit committee of our board of directors of KPMG, LLP as our independent registered public accounting firm for 2011.

Number of Votes
For		Against		Abstain		Broker Non-Votes
7,519,959		29,367		650		None

•

Approval, by a non-binding vote of our stockholders, of the compensation of our named executive officers we described in our proxy statement.

Number of Votes
For		Against				Abstain				Broker Non-Votes
6,048,225			536,355				10,636				954,783

•

The determination, by a non-binding vote of our stockholders, of three years as the frequency with which we submit to our stockholders for approval the compensation of our named executive officers.

Number of Votes
One Year		Two Years				Three Years				Abstain				Broker Non-Votes
738,988			18,230				5,827,446				10,552				954,783

•

Approval of our 2011 Employee Stock Purchase Plan.

Number of Votes
For		Against				Abstain				Broker Non-Votes
6,545,883			46,562				2,771				954,783

•

Approval of our 2011 Equity Incentive Plan for Employees.

Number of Votes
For		Against				Abstain				Broker Non-Votes
5,858,245			731,897				5,074				954,783

•

Approval of our 2011 Equity Incentive Plan for Directors.

Number of Votes
For		Against				Abstain				Broker Non-Votes
6,498,413			90,650				6,153				954,783

Item 8.01.		Other Events.

     On April 21, 2011, our board of directors declared a regular quarterly cash dividend payable on May 16, 2011 of $.12 per share of Class A common stock and $.1075 per share of Class B common stock to stockholders of record as of the close of business on May 2, 2011. We attach our press release dated April 21, 2011 in which we reported the dividend declaration as an exhibit to this Form 8-K Report. These dividends represent percentage increases of 4.3% for our Class A common stock and 4.9% for our Class B common stock compared to the previous quarterly cash dividend.

Item 9.01.		Financial Statements and Exhibits.

Exhibit No.				Exhibit Description
	10.1			Donegal Group Inc. 2011 Employee Stock Purchase Plan.
	10.2			Donegal Group Inc. 2011 Equity Incentive Plan for Employees.
	10.3			Donegal Group Inc. 2011 Equity Incentive Plan for Directors.
	99.1			Press Release of Donegal Group Inc. dated April 21, 2011.

SIGNATURES

     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: April 22, 2011