2020 Annual Meeting of Stockholders

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

Due to COVID-19 concerns, the 2020 annual meeting of stockholders of First Acceptance Corporation scheduled for Tuesday, May 5, 2020, at 10:00 a.m. Central Time will be a virtual meeting.

To receive conference call instructions about participating in this meeting, please contact Investor Relations by email at ir@acceptanceinsurance.com. Instructions will be sent by email on the day prior to the meeting.

To our Stockholders:

The 2020 annual meeting of stockholders of First Acceptance Corporation will be held Tuesday, May 5, 2020, at 10:00 a.m., local time. It is our intention to hold the meeting at our corporate headquarters, which is located at 3813 Green Hills Village Drive, Nashville, Tennessee 37215. However, due to the current uncertainties regarding the coronavirus disease (COVID-19), the Company may choose instead to hold a "virtual" meeting.

Information regarding the status of the annual meeting, including directions to the corporate headquarters or instructions about participating in a virtual meeting can be obtained by contacting Investor Relations by email through an information request at https://www.acceptanceinsurance.com/investor-relations/ or by phone at 1.615.844.2885. At the meeting, stockholders will vote on the following matters:

  1. Election of the seven directors set forth in this proxy statement to serve until the next annual meeting of stockholders or until their respective successors are duly elected and qualified;
  2. Approval of an increase in the number of shares authorized for issuance pursuant to the First Acceptance Corporation Employee Stock Purchase Plan;
  3. Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for 2020; and
  4. Any other matters that may properly come before the meeting and any adjournments or postponements of the meeting.

Stockholders of record at the close of business on March 18, 2020 are entitled to notice of and to vote at the meeting.

Your vote is important. Please COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD as promptly as possible in the enclosed envelope in order that as many shares as possible will be represented.

By Order of the Board of Directors,

Michael J. Bodayle
Secretary