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): November 12, 2009
Washington Banking Company
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation)
| | |
| 000-24503 | | 91-1725825 |
| (Commission File Number) | | (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:
| ¨ | 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 12, 2009, the shareholders of Washington Banking Company (the “Company”) approved an amendment to the Company’s Amended and Restated Articles of Incorporation increasing the number of authorized shares of the Company’s common stock to 35,000,000. The amendment was filed with the Secretary of State of the State of Washington on November 12, 2009.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
| (a) | | Not applicable. |
| |
| (b) | | Not applicable. |
| |
| (c) | | Not applicable. |
| |
| (d) | | Exhibits. |
| |
| | Exhibit 3.1—Articles of Amendment to Amendment and Restated Articles 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.
| | | | | | |
| | | | WASHINGTON BANKING COMPANY |
| | | |
| Dated: November 18, 2009 | | | | By: | | /s/ RICHARD SHIELDS |
| | | | | | Richard A. Shields |
| | | | | | EVP and Chief Financial Officer |
