SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: June 24, 2010
Citizens South Banking Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-23971 | 54-2069979 |
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | | Identification No.) |
| 519 South New Hope Road, Gastonia, North Carolina | 28054-4040 |
| (Address of Principal Executive Offices) | (Zip Code) |
Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In accordance with the Company’s bylaws, Charles D. Massey retired from the Board of Directors after 39 years of service at the conclusion of the Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Securities Holders
The Company’s Annual Meeting of Stockholders was held on June 24, 2010. The matters considered and voted on by the Company’s stockholders at the Annual Meeting were as follows:
Proposal I: The election of three directors for a three year term.
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes |
| Richard K. Craig | 5,867,804 | 40,397 | 1,442,913 |
| Eugene R. Matthews, II | 5,859,760 | 48,441 | 1,442,913 |
| Kim S. Price | 5,834,445 | 73,756 | 1,442,913 |
| Shares Voted For | Shares Voted Against | Abstentions |
| 6,737,582 | 528,819 | 84,713 |
Proposal III: The ratification of appointment of Cherry, Bekaert & Holland L.L.P as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2010.
| Shares Voted For | Shares Voted Against | Abstentions |
| 7,325,594 | 19,597 | 5,923 |
Proposal IV: The approval of issuance of shares of common stock upon the conversion of the Company’s recently issued 8,280 shares of Mandatorily Convertible Cumulative Non-Voting Perpetual Preferred Stock, Series B.
| Shares Voted For | Shares Voted Against | Abstentions |
| 5,552,381 | 291,515 | 64,305 |
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.
| | CITIZENS SOUTH BANKING CORPORATION |
| | | |
| DATE: June 24, 2010 | By: | /s/ Kim S. Price |
| | | Kim S. Price |
| | | President and Chief Executive Officer |
| | | |
| | By: | /s/ Gary F. Hoskins |
| | | Gary F. Hoskins |
| | | Chief Financial Officer |
