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): November 1029, 2011

Penn Millers Holding Corporation

(Exact name of registrant as specified in its charter)


Pennsylvania	001-34496	80-0482459

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


72 North Franklin Street, P.O. Box P Wilkes-Barre, Pennsylvania		18773

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 233-8347

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) þo 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 2 5.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On November 1029, 2011, at a special meeting of shareholders of Penn Millers Holding Corporation (“Penn ~~issued~~Millers”), aPenn ~~press~~Millers’ ~~release~~shareholders ~~containing financial~~approved ~~information~~the ~~regarding~~following ~~its~~proposals (with the final results offor ~~operations~~each ~~and~~proposal ~~financial~~set ~~condition~~forth ~~for~~below): (1) the ~~three~~ proposal to adopt the Agreement and ~~nine~~Plan ~~months~~of Merger ~~ended~~dated September 307, 2011. ~~The~~by ~~press~~and ~~release~~among ~~also~~Penn ~~contained~~Millers, ~~information~~ACE ~~regarding~~American Insurance Company and Panther Acquisition Corp. (the ~~financial~~“Merger ~~impact~~Agreement”); ofand (2) the proposal to approve on a ~~large~~non-binding, advisory ~~loss~~basis, the “golden parachute” compensation that ~~occurred~~may be payable to Penn Millers’ named executive officers in connection with the merger. Because the proposal to adopt the Merger Agreement was approved by the Company’s shareholders at the special meeting, the shareholders did not consider or vote on the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies. The proposals are described in Penn Millers’ proxy statement dated as of October 21, 2011 and filed with the Securities and Exchange Commission.

AThe ~~copy~~results of the ~~press~~shareholders’ ~~release~~vote isfor ~~attached~~each toof ~~this~~the ~~Current~~proposals ~~Report~~were ~~on Form 8-K~~ as ~~Exhibit 99.1~~follows: ~~and incorporated herein by reference.~~

~~Important~~1. The ~~Information~~proposal ~~for~~to ~~Investors and~~adopt ~~Shareholders~~the Merger Agreement.

In connection with the previously announced proposed merger between the Company and ACE American Insurance Company (the “Merger”), the Company has filed a proxy statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.


FOR	AGAINST	ABSTAIN
3,528,476	7,407	500

~~Investors~~2. The ~~and~~proposal ~~shareholders~~to ~~may~~approve ~~obtain free~~on ~~copies~~a ofnon-binding, ~~the~~advisory ~~proxy~~basis, ~~statement and other documents filed by~~ the ~~Company~~“golden ~~at the~~parachute” ~~SEC’s web site at http://www.sec.gov or at the Company’s web~~compensation ~~site~~that ~~at http://www.pennmillers.com. The proxy statement and such other documents~~ may ~~also~~ be ~~obtained~~payable ~~at no cost from the Company by directing such request~~ to Penn Millers’ ~~Holding~~named ~~Corporation,~~executive 72officers ~~North~~in ~~Franklin~~connection ~~Street,~~with ~~P.O.~~the ~~Box P, Wilkes-Barre, Pennsylvania 18773-0016, or by telephone at (800) 233-8347~~merger.

The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed Merger. Information concerning the interests of those persons is set forth in the Company’s proxy statement relating to the special meeting of shareholders.


FOR	AGAINST	ABSTAIN
3,328,893	132,569	74,921

Item 8.01 Other Events.

On November 29, 2011, the Company issued a press release announcing that the Merger Agreement had been adopted by the Company’s shareholders. A copy of Penn Millers’ press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

The Company currently anticipates that the merger will close on November 30, 2011.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Penn Millers Holding Corporation, dated November 1029, 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.

EXHIBIT INDEX

Exhibit
Number		Description
	99.1	Press Release of Penn Millers Holding Corporation, dated November 1029, 2011

~~PENN MILLERS HOLDING CORPORATION~~

PENN MILLERS HOLDING CORPORATION

Dated: November 10, 2011

/s/ Michael O. Banks

Dated: November 29, 2011

/s/ Michael O. Banks Michael O. Banks

Michael O. Banks

Executive Vice President and Chief Financial Officer

Executive Vice President and Chief Financial Officer

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