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 26, 2016 (May 25, 2016)
Bear State Financial, Inc.
(Exact name of registrant as specified in its charter)
Arkansas | | 0-28312 | | 71-0785261 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
900 South Shackleford Rd., Suite 401 Little Rock, Arkansas | | 72211 |
(Address of principal executive offices) | | (Zip Code) |
(501)320-4904
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, 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:
☐ 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))
Item5.07 Submission of Matters to a Vote of Security Holders.
The 2016 Annual Meeting of Shareholders of Bear State Financial, Inc. (the “Company”) was held on May 25, 2016 at 11:00 a.m., Central Time, at the Company’s office located at 2009 Browns Lane, Jonesboro, Arkansas 72401. Matters voted on by shareholders included: (i) the election of eleven director nominees to the Company’s Board of Directors; (ii) approval, in an advisory, non-binding vote, of the compensation of the Company’s named executive officers; (iii) approval of an amendment to the Company’s 2011 Omnibus Incentive Plan (the “Incentive Plan”) and the material terms of the performance metrics used under the Incentive Plan; and (iv) ratification of the Audit Committee’s appointment of BKD, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016. The final voting results of the shareholders’ votes are reported below.
(i) The following eleven directors were elected by the indicated votes:
Directors | | Votes For | | | Votes Against | | | Votes Abstained | | | Broker Non-Votes | |
W. Dabbs Cavin | | | 26,757,504 | | | | 1,191,009 | | | | 368 | | | | 5,422,895 | |
K. Aaron Clark | | | 27,856,134 | | | | 89,689 | | | | 3,058 | | | | 5,422,895 | |
Frank Conner | | | 27,863,689 | | | | 85,071 | | | | 121 | | | | 5,422,895 | |
Scott T. Ford | | | 27,858,625 | | | | 89,958 | | | | 298 | | | | 5,422,895 | |
G. Brock Gearhart | | | 27,894,626 | | | | 51,197 | | | | 3,058 | | | | 5,422,895 | |
John J. Ghirardelli | | | 27,855,090 | | | | 90,722 | | | | 3,069 | | | | 5,422,895 | |
O. Fitzgerald Hill | | | 27,856,248 | | | | 92,501 | | | | 132 | | | | 5,422,895 | |
Daniel C. Horton | | | 26,720,245 | | | | 1,225,578 | | | | 3,058 | | | | 5,422,895 | |
Richard N. Massey | | | 26,743,587 | | | | 1,202,059 | | | | 3,235 | | | | 5,422,895 | |
Mark A. McFatridge | | | 26,799,710 | | | | 1,146,069 | | | | 3,102 | | | | 5,422,895 | |
Ian R. Vaughan | | | 27,892,751 | | | | 53,061 | | | | 3,069 | | | | 5,422,895 | |
(ii) The compensation of the Company’s named executive officers was approved, in an advisory, non-binding vote, by the indicated votes:
Votes For | | | Votes Against | | | Votes Abstained | | | Broker Non-Votes | |
| 27,786,234 | | | | 140,683 | | | | 21,964 | | | | 5,422,895 | |
(iii) The amendment to expand the list of performance measures available under the Company’s Incentive Plan and reapproval of the other material terms of the Incentive Plan was approved by the indicated votes:
Votes For | | | Votes Against | | | Votes Abstained | | | Broker Non-Votes | |
| 27,758,854 | | | | 118,331 | | | | 71,696 | | | | 5,422,895 | |
(iv) The appointment of BKD, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016 was ratified by the indicated votes:
Votes For | | | Votes Against | | | Votes Abstained | |
| 33,360,645 | | | | 3,722 | | | | 7,409 | |
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.
| BEAR STATE FINANCIAL, INC. |
| |
| |
Date: May 26, 2016 | By: | /s/ Sherri R. Billings | |
| Name: | Sherri R. Billings | |
| Title: | Senior Executive Vice President, Chief Financial Officer and Chief Accounting Officer | |
