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 21, 2015 | |
| 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.) |
350 Fellowship Road, Suite 101, Mount Laurel, New Jersey | 08054 |
| (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) |
| | |
| 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 |
Results of 2015 Annual Meeting of Shareholders
On May 21, 2015, Sun Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”). As of the close of business on the record date for the Meeting, there were a total of 18,618,630 shares of common stock outstanding and entitled to vote at the Meeting. At the Meeting, 14,064,534 shares of common stock were represented in person or by proxy, therefore a quorum was present. Three proposals were presented and voted on. Set forth below are the final results for all proposals.
First Proposal – Election of Eleven Directors
The following eleven directors were nominated to serve for one-year terms expiring at the annual meeting of shareholders to be held in 2016, or until their successors shall have been duly elected and qualified. The eleven directors received the requisite plurality of votes cast at the Meeting, as indicated below, and were therefore elected to serve as directors of the Company. The voting results for each director nominee also represents a majority of votes cast in favor of or withheld from his election, consistent with our recently adopted Director Resignation Policy.
Nominee | | For | | Withheld | | Broker non-vote |
| | | | | | | | | | | | | |
| Jeffrey S. Brown | | | 9,999,301 | | | | 1,616,589 | | | | 2,448,644 | |
| Sidney R. Brown | | | 10,002,727 | | | | 1,613,163 | | | | 2,448,644 | |
| Anthony R. Coscia | | | 11,069,980 | | | | 545,910 | | | | 2,448,644 | |
| F. Clay Creasey, Jr. | | | 11,125,445 | | | | 490,445 | | | | 2,448,644 | |
| Peter Galetto, Jr. | | | 11,332,171 | | | | 283,719 | | | | 2,448,644 | |
| Eli Kramer | | | 10,958,799 | | | | 657,091 | | | | 2,448,644 | |
| William J. Marino | | | 10,879,819 | | | | 736,071 | | | | 2,448,644 | |
| Philip A. Norcross | | | 11,066,598 | | | | 549,292 | | | | 2,448,644 | |
| Thomas M. O’Brien | | | 11,028,551 | | | | 587,339 | | | | 2,448,644 | |
| Wilbur L. Ross, Jr. | | | 9,434,698 | | | | 2,181,192 | | | | 2,448,644 | |
| Keith Stock | | | 11,129,730 | | | | 486,160 | | | | 2,448,644 | |
| | | | | | | | | | | | | |
Second Proposal – Approval of the Sun Bancorp, Inc. 2015 Omnibus Stock Incentive Plan
The Sun Bancorp, Inc. 2015 Omnibus Stock Incentive Plan was approved by the requisite majority of the votes cast by shareholders at the Meeting, as indicated below.
For: 11,452,185
Against: 156,852
Abstained: 6,853
Broker non-vote: 2,448,664
Third Proposal – Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm of the Company for the Fiscal Year Ending December 31, 2015
The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2015 was approved by the requisite majority of the votes cast by shareholders at the Meeting, as indicated below.
For: 14,013,898
Against: 32,520
Abstained: 18,116
Broker non-vote: 0
SIGNATURE
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. |
| | | | |
| | | | |
| Date: | May 26, 2015 | By: | /s/ Patricia M. Schaubeck |
| | | | Patricia M. Schaubeck |
| | | | Executive Vice President and General Counsel |
| | | | (Duly Authorized Officer) |
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