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):
April 18, 2011
PACIFIC CONTINENTAL CORPORATION
(Exact name of registrant as specified in its charter)
Oregon
(State or other jurisdiction of incorporation)
| | 0-30106 | | 93-1269184 | |
| | (Commission File Number) | | IRS Employer Identification No. | |
111 West 7th Avenue
Eugene, Oregon 97401
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (541) 686-8685
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):
[ ] 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 Vote of Security Holders.
On April 18, 2011, Pacific Continental Corporation (the “Company”) and its subsidiary Pacific Continental Bank (the “Bank”), extended the term under the Employment Agreements dated November 9, 2007 with Hal Brown, Chief Executive Officer, and Roger Busse, President and Chief Operating Officer, respectively, by one year to April 30, 2012. The term extensions occurred according to the annual renewal procedures set forth in the agreements, which provide that each year the executives may propose a one-year term extension to the Board of Directors of the Company and the Bank in order to re-set to the original three-year term. The Board then determines whether to accept the extension proposal. The term extensions do not increase potential severance benefits payable under the agreements. Other than Messrs. Brown and Busse, no executive has an employment agreement with the Company or the Bank.
Pacific Continental Corporation’s (the “Company”) 2011 Annual Shareholders’ Meeting was held on April 18, 2011. There were 18,415,132 shares outstanding and entitled to vote at the annual meeting; of those shares, 16,172,716 were present in person or by proxy. The following matters were voted upon at the 2011 Annual Meeting:
1. The election of nine members to the Board of Directors to serve until the 2012 Annual Meeting or until their successors have been elected and qualified;
2. Proposal Number 2, an advisory (non-binding) vote on executive compensation.
3. Proposal Number 3, an advisory (non-binding) vote on frequency of future advisory votes on executive compensation; and
4. Ratification of appointment of Moss Adams LLP to serve as the Company’s independent registered public accounting firm for the fiscal year 2011.
The following is a summary of the voting results for the matters voted upon by the shareholders.
1. Election of Directors
| Director’s Name | Votes For | Votes Withheld | Broker Non-Votes |
| | | | |
| Robert Ballin | 13,530,162 | 221,070 | 2,421,484 |
| Michael E. Heijer | 13,479,887 | 271,345 | 2,421,484 |
| Donald Krahmer, Jr. | 13,466,917 | 284,315 | 2,421,484 |
| Hal Brown | 13,526,690 | 224,542 | 2,421,484 |
| Michael Holcomb | 13,531,272 | 219,960 | 2,421,484 |
| Donald Montgomery | 13,296,086 | 455,146 | 2,421,484 |
| Cathi Hatch | 13,501,630 | 249,602 | 2,421,484 |
| Michael Holzgang | 13,573,127 | 178,105 | 2,421,484 |
| John Rickman | 13,571,467 | 179,765 | 2,421,484 |
2. Proposal Number 2, an Advisory (non-binding) Vote on Executive Compensation
Votes For Votes Against Abstentions
12,753,877 286,368 710,987
3. Proposal Number 3, an Advisory (non-binding) Vote on Frequency of Future Advisory Votes on Executive Compensation
1 Year 2 Years 3 Years Abstentions
9,134,954 198,178 3,221,939 791,460
4. Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For Votes Against Abstentions
15,995,811 118,281 58,624
Based on the Board of Directors’ recommendation in the proxy statement for the 2011 Annual Meeting and the voting results with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Company has determined to hold an advisory vote on executive compensation annually..
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.
Dated: April 20, 2011
| | | PACIFIC CONTINENTAL CORPORATION By: /s/ Michael A. Reynolds Michael A. Reynolds Executive Vice President Chief Financial Officer |
| | | |
M41865-1567107
