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 25, 2013
CENTERSTATE BANKS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Florida | | 000-32017 | | 59-3606741 |
(State or other jurisdiction
of incorporation) | | (Commission
file number) | | (IRS employer
identification no.) |
| | |
| 42745 U.S. Highway 27, Davenport, FL | | 33837 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (863) 419-7750
Not Applicable
(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 (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 a Vote of Security Holders. |
The Annual Meeting of Shareholders of CenterState Banks, Inc. (the “Company”) was held on April 25, 2013. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management’s solicitations. This current report on Form 8-K discloses the voting results for all matters voted upon at this Annual Meeting.
The following directors were elected to serve until the annual meeting of shareholders in 2014. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected. The number of votes cast was approximately as follows:
| | | | | | | | | | | | |
| | | For | | | Withheld | | | Broker non votes | |
James H. Bingham | | | 21,752,371 | | | | 548,083 | | | | 3,413,367 | |
G. Robert Blanchard, Jr. | | | 21,873,790 | | | | 426,664 | | | | 3,413,367 | |
C. Dennis Carlton | | | 21,758,825 | | | | 541,629 | | | | 3,413,367 | |
John C. Corbett | | | 21,856,879 | | | | 443,575 | | | | 3,413,367 | |
Griffin A. Greene | | | 21,876,306 | | | | 424,148 | | | | 3,413,367 | |
Charles W. McPherson | | | 21,858,125 | | | | 442,329 | | | | 3,413,367 | |
G. Tierso Nunez II | | | 21,904,130 | | | | 396,324 | | | | 3,413,367 | |
Thomas E. Oakley | | | 17,905,792 | | | | 4,394,662 | | | | 3,413,367 | |
Ernest S. Pinner | | | 20,536,047 | | | | 1,764,407 | | | | 3,413,367 | |
William K. Pou, Jr. | | | 21,904,330 | | | | 396,124 | | | | 3,413,367 | |
Joshua A. Snively | | | 21,904,130 | | | | 396,324 | | | | 3,413,367 | |
The second resolution was an advisory non binding vote to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to the SEC’s compensation rules, including the compensation discussion and analysis, compensation tables and narrative discussion. The number of votes cast was approximately as follows:
| | | | |
For | | | 19,929,609 | |
Against | | | 2,206,327 | |
Abstain | | | 164,518 | |
Broker non votes | | | 3,413,367 | |
The third resolution was to approve the CenterState 2013 Equity Incentive Plan. The number of votes cast was approximately as follows:
| | | | |
For | | | 19,612,652 | |
Against | | | 2,377,238 | |
Abstain | | | 310,564 | |
Broker non votes | | | 3,413,367 | |
The fourth and final resolution was to ratify the appointment of Crowe Horwath, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013. The number of votes cast was approximately as follows:
| | | | |
For | | | 25,656,156 | |
Against | | | 49,699 | |
Abstain | | | 7,966 | |
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On April 25, 2013 the Company’s Board of Directors unanimously approved a revised Compensation Committee Charter attached to this Form 8-K as Exhibit 99.1.
| | |
| Exhibit 99.1 | | Compensation Committee Charter |
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SIGNATURE
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.
| | |
| CENTERSTATE BANKS, INC. |
| |
| By: | | /s/ James J. Antal |
| | James J. Antal |
| | Senior Vice President and Chief Financial Officer |
Date: April 26, 2013
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