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 8, 2013
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HIGHLANDS BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Virginia (State or other jurisdiction of incorporation) | 0-27622 (Commission File Number) | 54-1796693 (IRS Employer Identification No.) |
| | | |
340 West Main Street Abingdon, Virginia (Address of principal executive offices) | 24210-1128 (Zip Code) |
Registrant’s telephone number, including area code: (276) 628-9181
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)
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 5.07 Submission of Matters to a Vote of Security Holders.
Highlands Bankshares, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 8, 2013 (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company elected seven directors to serve for one-year terms, ratified the Company’s appointment of Brown, Edwards & Company, LLP as the Company’s independent auditors for 2013, approved the non-binding resolution to endorse the Company’s executive compensation program and approved an annual frequency for future advisory votes on the Company’s executive compensation program. The voting results for each proposal are as follows:
| 1. | To elect seven directors to serve for terms of one year each expiring at the 2014 annual meeting of shareholders: |
| | For | Withheld | Broker Non-Vote |
| E. Craig Kendrick | 2,730,778 | 27,701 | 497,995 |
| Clydes B. Kiser | 2,727,202 | 31,277 | 497,995 |
| J. Carter Lambert | 2,727,202 | 31,277 | 497,995 |
| James D. Moore, Jr. | 2,730,778 | 27,701 | 497,995 |
| James D. Morefield | 2,725,381 | 33,097 | 497,995 |
| Charles P. Olinger | 2,730,778 | 27,701 | 497,995 |
| H. Ramsey White, Jr. | 2,730,778 | 27,701 | 497,995 |
| 2. | To ratify the appointment of Brown, Edwards & Company, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013. |
| For | Against | Abstain |
| 2,730,281 | 0 | 28,197 |
| | | |
3. Advisory approval of the Company’s executive compensation (“Say on Pay”).
| For | Against | Abstain | Broker Non-Vote |
| 2,459,939 | 123,367 | 175,173 | 497,995 |
4. Advisory vote on the frequency of future Say On Pay votes.
One Year | Two Years | Three Years | Abstain | Broker Non-Vote |
| 1,944,512 | 105,649 | 414,271 | 294,046 | 497,995 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | HIGHLANDS BANKSHARES, INC. |
| | | (Registrant) | |
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| Date: May 14, 2013 | By: | /s/ Rusty Little | |
| | | Rusty Little |
| | | Chief Financial Officer |
