UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2012
Washington Banking Company
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation)
000-24503 (Commission File Number) | | 91-1725825 (I.R.S. Employer Identification Number) |
450 SW Bayshore Drive
Oak Harbor, WA 98277
(Address of principal executive offices) (Zip Code)
(360) 679-3121
(Registrant’s telephone number, including area code)
No Change
(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) |
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| 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)) | | | |
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| 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. |
| (a) | On May 3, 2012, Washington Banking Company held its annual meeting of shareholders. | |
| (b) | At the annual meeting, shareholders approved each of the following matters, with the votes on each matter as set forth below: |
MATTER | | VOTES FOR | VOTES
AGAINST | ABSTAIN | BROKER
NON-VOTES |
Advisory vote on executive compensation | | 11,832,903 | 94,673 | 224,398 | 2,052,287 |
Ratification of auditor appointment. | | 14,042,903 | 136,057 | 25,301 | - |
The following directors, who constituted the nominees standing for election at the annual meeting, were elected at the meeting by the votes indicated:
DIRECTOR | | VOTES
FOR | VOTES
WITHHELD | BROKER
NON-VOTES |
Mark D. Crawford | | 12,000,980 | 150,994 | 2,052,287 |
Jay T. Lien | | 11,888,989 | 262,985 | 2,052,287 |
Gragg E. Miller | | 11,998,743 | 153,231 | 2,052,287 |
Anthony B. Pickering | | 11,946,900 | 205,074 | 2,052,287 |
Robert T. Severns | | 11,980,402 | 171,572 | 2,052,287 |
John L. Wagner | | 11,986,124 | 165,850 | 2,052,287 |
| Edward J. Wallgren | | 11,892,078 | 259,896 | 2,052,287 |
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.
| | WASHINGTON BANKING COMPANY |
| Dated: May 4, 2012 | By:/s/ Richard Shields Richard A. Shields EVP and Chief Financial Officer |
