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 22, 2015
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 22, 2015. At the meeting, shareholders elected 13 directors for a term of one year; ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for the current fiscal year; approved, on a nonbinding advisory basis, the compensation paid to the Company’s executive officers with respect to the fiscal year ended December 31, 2014; approved the Company’s 2015 Omnibus Incentive Plan; 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 13 director nominees for a one-year term: |
| DIRECTOR | VOTES FOR | VOTES AGAINST | ABSTENTIONS |
| Jerry C. Atkin | 148,339,279 | 8,837,717 | 628,029 |
| John C. Erickson | 155,693,677 | 1,480,630 | 630,718 |
| Patricia Frobes | 154,114,104 | 3,040,345 | 650,576 |
| Suren K. Gupta | 156,719,615 | 429,584 | 655,826 |
| David J. Heaney | 156,727,104 | 440,697 | 637,224 |
| Vivian S. Lee | 156,770,303 | 411,623 | 623,099 |
| Edward F. Murphy | 156,573,598 | 599,668 | 631,759 |
| Roger B. Porter | 154,557,391 | 2,632,044 | 615,590 |
| Stephen D. Quinn | 154,894,104 | 2,290,097 | 620,824 |
| Harris H. Simmons | 153,588,198 | 2,958,335 | 1,258,492 |
| L. E. Simmons | 154,753,677 | 2,439,473 | 611,875 |
| Shelley Thomas Williams | 153,784,324 | 3,398,024 | 622,677 |
| Steven C. Wheelwright | 154,118,605 | 2,925,719 | 760,701 |
| 2. | Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the current fiscal year: |
| Votes For | Votes Against | Abstentions |
| 166,521,313 | 5,307,391 | 671,727 |
| 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, 2014: |
| Votes For | Votes Against | Abstentions |
| 151,737,404 | 670,973 | 796,398 |
| 4. | Shareholders approved the Company’s 2015 Omnibus Incentive Plan |
| Votes For | Votes Against | Abstentions |
| 143,532,185 | 8,493,305 | 5,779,025 |
5. Shareholders rejected a shareholder proposal requesting the Board of Directors to establish a policy and amend the bylaws as necessary, to require the chairman of the board to be an “independent” member of the Board.
| Votes For | Votes Against | Abstentions |
| 24,304,888 | 129,907,603 | 3,592,534 |
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 | ||
| Date: May 27, 2015 | By: | /s/ THOMAS E. LAURSEN |
| Name: Thomas E. Laursen | ||
Title: Executive Vice President and General Counsel | ||