UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 24, 2013
ZIONS BANCORPORATION
(Exact name of registrant as specified in its charter)
| UTAH | | 001-12307 | | 87-0227400 |
| (State of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | ONE SOUTH MAIN, 15th FLOOR, SALT LAKE CITY, UTAH | | 84133 |
| | (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code 801-524-4787
| N/A |
(Former name or former address, if changed since last report.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
ITEM 5.07 Submission of Matters to a Vote of Security Holders
Zions Bancorporation (the “Company”) held its Annual Meeting of Shareholders on May 24, 2013. At the meeting, shareholders elected 10 directors for a term of one year; ratified the appointment of Ernst & Young LLP as the Company’s independent auditor; approved, on a nonbinding advisory basis, the compensation paid to the Company’s executive officers with respect to the fiscal year ended December 31, 2013; recommended, on a nonbinding advisory basis, an annual frequency for the shareholder nonbinding vote to approve executive compensation; and voted to reject a shareholder proposal requesting the Company’s Board of Directors to establish a policy requiring that the Board’s chairman be an “independent director”.
The results were as follows:
| 1. | Shareholders elected 10 director nominees for a one-year term |
| | DIRECTOR | VOTES FOR | VOTES AGAINST | ABSTENTIONS |
| | Jerry C. Atkin | 133,334,715 | 2,580,502 | 341,448 |
| | R. D. Cash | 133,370,846 | 2,533,729 | 350,192 |
| | Patricia Frobes | 134,988,424 | 974,213 | 294,078 |
| | J. David Heaney | 135,318,503 | 646,156 | 291,781 |
| | Roger Porter | 132,904,977 | 3,001,699 | 348,476 |
| | Stephen D. Quinn | 134,849,970 | 1,032,292 | 374,290 |
| | Harris H. Simmons | 133,118,152 | 2,653,400 | 485,244 |
| | L. E. Simmons | 133,954,163 | 2,072,272 | 230,568 |
| | Shelley Thomas Williams | 133,304,644 | 2,652,829 | 299,242 |
| | Steven C. Wheelwright | 135,034,411 | 858,687 | 363,429 |
| 2. | Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the current fiscal year |
| Votes For | Votes Against | Abstentions |
| 153,123,368 | 1,721,412 | 173,418 |
| 3. | Shareholders approved, on a nonbinding advisory basis, the compensation paid to the Company’s named executive officers with respect to the fiscal year ended December 31, 2012 |
| Votes For | Votes Against | Abstentions |
| 132,337,410 | 3,292,500 | 632,120 |
| 4. | Shareholders recommended, on a nonbinding advisory basis, an annual frequency for the shareholder nonbinding vote to approve executive compensation |
| 1 year | 2 years | 3 years | Abstain |
| 126,046,037 | 466,310 | 9,105,272 | 643,630 |
5. Shareholders rejected a shareholder proposal requesting the Board of Directors to establish a policy requiring that the Board’s chairman be an “independent director” as defined by the rules of the New York Stock Exchange and National Association of Securities Dealers, and an individual who has not previously served as an executive officer of the Company
| Votes For | Votes Against | Abstentions |
| 45,562,180 | 89,753,285 | 946,272 |
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.
| | ZIONS BANCORPORATION |
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| Date: May 30, 2013 | By: | /s/ THOMAS E. LAURSEN |
| | | Name: Thomas E. Laursen |
| | | Title: Executive Vice President and General Counsel |
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