UNITED STATES
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 24, 2013
PACIFIC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction
of incorporation or organization) | 000-29829
(SEC File Number) | 91-1815009
(IRS Employer
Identification No.) |
1101 S. Boone Street
Aberdeen, Washington 98520
(360) 533-8870
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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.
(a) The 2013 Annual Meeting of Shareholders of Pacific Financial Corporation (the "Company") was held on April 24, 2013 (the "Annual Meeting").
(b) (1) Four directors were elected at the Annual Meeting, three for a three-year term and one for a one-year term, by the votes indicated below.
| Nominees | Shares Voted For | Shares Withheld | Broker Non-votes |
| | | | |
Term Ending 2016 Gary C. Forcum Susan C. Freese Douglas M. Schermer |
5,446,322
5,377,384
5,437,683 |
152,544
221,482
161,183 |
1,632,931
1,632,931
1,632,931 |
| | | | |
Term Ending 2014
John Van Dijk |
5,447,531 |
151,335 |
1,632,931 |
In addition, the following proposals were presented and voted upon at the Annual Meeting, with the results indicated:
| (2) | To approve an amendment to the Company's 2011 Equity Incentive Plan to authorize restricted stock units. |
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-votes |
| 5,309,470 | 171,904 | 117,492 | 1,632,931 |
| (3) | To approve, on an advisory basis, the Company's executive compensation. |
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-votes |
| 5,266,110 | 198,424 | 134,332 | 1,632,931 |
| (4) | Vote on the frequency of holding future advisory votes on the Company's executive compensation. |
| 1 Year | 2 Years | 3 Years | Abstentions |
| 1,457,213 | 376,786 | 2,833,847 | 923,814 |
| (5) | To ratify the appointment of Deloitte & Touche, LLP as the Company's independent registered accountants for the year ended December 31, 2012. |
| Shares Voted For | Shares Voted Against | Abstentions | |
| 6,957,791 | 145,661 | 128,345 | |
(c) On April 24, 2013, the Company determined that, consistent with the results of the advisory vote of shareholders taken at the Annual Meeting, the Company will hold an advisory vote to approve the compensation of the Company's named executive officers once every three years until the next required vote on the frequency of votes on executive compensation is held.
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 thereunto duly authorized.
| | | PACIFIC FINANCIAL CORPORATION |
DATED: April 30, 2013 | | By: |
/s/ Denise Portmann |
| | | | Denise Portmann
Chief Financial Officer |
