| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
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| FORM 8-K | |
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| CURRENT REPORT | |
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| PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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Date of Report (Date of earliest event reported): April 25, 2013 |
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| CORNERSTONE BANCSHARES, INC. | |
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| (Exact name of registrant as specified in its charter) | |
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Tennessee | | 000-30497 | | 62-1175427 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 835 Georgia Avenue, Chattanooga, Tennessee 37402 | |
| (Address of principal executive offices) (zip code) | |
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| (423) 385-3000 | |
| (Registrant's telephone number, including area code) | |
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| Not Applicable | |
| (Former name or former address if changed since last report) | |
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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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2013 annual meeting of the shareholders (the “meeting”) of Cornerstone Bancshares, Inc. (the “Company”) was held on April 25, 2013. The final voting results for each of the proposals submitted for vote by the shareholders are set forth below.
Proposal 1 – Election of directors for a term of one year each, as follows:
| | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
B. Kenneth Driver | | | 3,214,750.5402 | | | | 71,987.5495 | | | | 15,198.4373 | | | | 1,713,192.0000 | |
Karl Fillauer | | | 3,229,125.7986 | | | | 64,582.0130 | | | | 8,228.7154 | | | | 1,713,192.0000 | |
David G. Fussell | | | 3,153,080.5402 | | | | 129,543.1918 | | | | 19,312.7950 | | | | 1,713,192.0000 | |
Nathaniel F. Hughes | | | 3,224,630.1989 | | | | 69,077.6127 | | | | 8,228.7154 | | | | 1,713,192.0000 | |
Lawrence D. Levine | | | 3,163,301.6198 | | | | 130,406.1918 | | | | 8,228.7154 | | | | 1,713,192.0000 | |
Frank S. McDonald | | | 3,215,645.7256 | | | | 76,062.0860 | | | | 10,228.7154 | | | | 1,713,192.0000 | |
Doyce G. Payne, M.D. | | | 3,206,733.6460 | | | | 78,004.4437 | | | | 17,198.4373 | | | | 1,713,192.0000 | |
Wesley M. Welborn | | | 3,117,759.4483 | | | | 164,864.2837 | | | | 19,312.7950 | | | | 1,713,192.0000 | |
Billy O. Wiggins | | | 3,224,181.6120 | | | | 58,442.1200 | | | | 19,312.7950 | | | | 1,713,192.0000 | |
Marsha Yessick | | | 2,979,875.5228 | | | | 225,430.7775 | | | | 96,630.2267 | | | | 1,713,192.0000 | |
Proposal 2 – Advisory vote on the Company’s Executive Compensation for its named executive officers (“say-on pay”).
Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| 3,010,359.3128 | | | | 202,616.4479 | | | | 88,960.7663 | | | | 1,713,192.0000 | |
Proposal 3 – Advisory vote on the frequency of future advisory say-on-pay votes.
One Year | | | Two Year | | | Three Year | | | Abstentions | | | Broker Non-Votes | |
| 1,238,435.6140 | | | | 211,158.0792 | | | | 1,770,792.3959 | | | | 81,550.4379 | | | | 1,713,192.0000 | |
In light of the above voting results and consistent with its recommendation to shareholders on this item, the Board of Directors of the Company has determined that the Company will hold future advisory votes on executive compensation every third year.
Proposal 4 – Ratification of appointment of Hazlett, Lewis & Bieter, PLLC to serve as independent registered public accountants of the Company for 2013.
Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| 4,897,858.0433 | | | | 18,465.0000 | | | | 98,805.4837 | | | | 0.0000 | |
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.
| | CORNERSTONE BANCSHARES, INC. | |
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Date: | May 1, 2013 | By: | /s/: Nathaniel F. Hughes | |
| | | Nathaniel F. Hughes | |
| | | President and Chief Executive Officer | |