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) | July 22, 2011 | |
| SUN BANCORP, INC. |
| (Exact name of registrant as specified in its charter) |
| New Jersey | 0-20957 | 52-1382541 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 226 Landis Avenue, Vineland, New Jersey | 08360 |
| (Address of principal executive offices) | (Zip Code) |
| | Registrant’s telephone number, including area code: | (856) 691-7700 | |
| 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 (see General Instruction A.2. below): |
| | |
| 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) |
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| 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)). |
SUN BANCORP, INC.
INFORMATION TO BE INCLUDED IN THE REPORT
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 25, 2011, following approval of the proposed amendment by stockholders at the annual meeting held on July 22, 2011, the Company filed a Certificate of Amendment with the New Jersey Department of Treasury, Department of Revenue to amend Article V of the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000. The Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 22, 2010, the Company held its annual meeting of stockholders at which the following items were voted on.
| Nominee | | For | | Withheld | | Broker Non-Vote |
| | | | | | | |
| Bernard A. Brown | | 64,797,978 | | 236,307 | | 9,120,207 |
| Wilbur L. Ross, Jr. | | 64,035,088 | | 999,197 | | 9,120,207 |
| Sidney R. Brown | | 64,795,836 | | 238,449 | | 9,120,207 |
| Peter Galetto, Jr. | | 64,032,463 | | 1,001,822 | | 9,120,207 |
| Anne E. Koons | | 63,981,906 | | 1,052,379 | | 9,120,207 |
| Jeffrey S. Brown | | 63,998,384 | | 1,035,901 | | 9,120,207 |
| Alfonse M. Mattia | | 64,884,802 | | 149,483 | | 9,120,207 |
| Eli Kramer | | 64,872,411 | | 161,874 | | 9,120,207 |
| Thomas X. Geisel | | 64,839,892 | | 194,393 | | 9,120,207 |
| Anthony R. Coscia | | 64,889,469 | | 144,816 | | 9,120,207 |
| William J. Marino | | 64,074,505 | | 959,780 | | 9,120,207 |
There were no abstentions in the election of directors.
(2) | Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 200,000,000 shares. |
| For | | Against | | Abstain |
| 71,234,860 | | 2,857,114 | | 62,517.00 |
There were no broker non-votes on the proposal to amend the Amended and Restated Certificate of Incorporation.
(3) | Approval of a non-binding proposal regarding executive compensation. |
| For | | Against | | Abstain | | Broker Non-Vote |
| 63,851,369 | | 1,134,933 | | 47,982 | | 9,120,207 |
(4) | Approval of a non-binding vote regarding the frequency of voting on executive compensation. |
| Every Year | | Every
Two Years | | Every
Three Years | |
Abstentions | |
Broker Non-Vote |
| 15,667,690 | | 112,245 | | 49,187,262 | | 67,086 | | 9,120,207 |
(5) | Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. |
| For | | Against | | Abstain |
| 73,920,159 | | 214,251 | | 20,082 |
There were no broker non-votes on the ratification of auditors.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
| | 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation |
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.
| | | | SUN BANCORP, INC. |
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| Date: | July 27, 2011 | By: | /s/ Thomas X. Geisel |
| | | | Thomas X. Geisel |
| | | | President and Chief Executive Officer |
| | | | (Duly Authorized Officer) |
