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 4, 2005 (APRIL 29, 2005) MEADOWBROOK INSURANCE GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) MICHIGAN 38-2626206 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER) INCORPORATION) 1-14094 (COMMISSION FILE NUMBER) 26255 AMERICAN DRIVE SOUTHFIELD, MICHIGAN 48034 (ADDRESS OF PRINCIPAL (ZIP CODE) EXECUTIVE OFFICES) (248)358-1100 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 3, 2005, Meadowbrook Insurance Group, Inc. (the "Registrant") issued a press release setting forth its financial results for the first quarter ended March 31, 2005. ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS At the regularly scheduled board meeting of April 29, 2005, the Board of Directors of the Registrant accepted the resignations of Irvin F. Swider, Sr. and Ralph Milo, effective immediately. Mr. Swider, a member of the Board for over 15 years, has decided to retire from the Board. Mr. Milo has tendered his resignation for personal reasons. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS a. None. b. None. c. The following document is furnished as an Exhibit to this Current Report on Form 8-K pursuant to Item 601 of Regulation S-K: 99.1 Earnings Press Release for the first quarter ended March 31, 2005, issued May 3, 2005. The information filed as an exhibit to this Form 8-K is being furnished in accordance with Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities imposed by that Section. Such information shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, except as may be expressly set forth in a specific filing. 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. Dated: May 4, 2005 MEADOWBROOK INSURANCE GROUP, INC. (REGISTRANT) By: /s/ Karen M. Spaun --------------------------------------- Karen M. Spaun, Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DOCUMENT DESCRIPTION ----------- ------------------------------------------------------------------ 99.1 Earnings Press Release for the first quarter ended March 31, 2005, issued May 3, 2005.