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) June 12, 2014 |
| | | |
| Hampton Roads Bankshares, Inc. |
| (Exact name of registrant as specified in its charter) |
| | | |
| Virginia | 001-32968 | 54-2053718 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| | | |
| 641 Lynnhaven Parkway, Virginia Beach, VA 23452 |
| (Address of principal executive offices) (Zip Code) |
| | | |
Registrant’s telephone number, including area code (757) 217-1000 |
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:
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 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Shareholders Meeting of Hampton Roads Bankshares, Inc. (the “Company”) was held on June 12, 2014. The following items were voted on by shareholders, with the following results:
1. The shareholders elected the following individuals to the Board of Directors for a term of one year each, expiring at the 2015 annual meeting:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| James F. Burr | 153,140,373 | 636,174 | 10,843,674 |
| Patrick E. Corbin | 153,145,360 | 631,187 | 10,843,674 |
| Henry P. Custis, Jr. | 152,826,885 | 949,662 | 10,843,674 |
| Douglas J. Glenn | 153,140,339 | 636,208 | 10,843,674 |
| Robert B. Goldstein | 152,945,128 | 831,419 | 10,843,674 |
| Hal F. Goltz | 152,957,740 | 818,807 | 10,843,674 |
| Stephen J. Gurgovits | 153,144,707 | 631,840 | 10,843,674 |
| Charles M. Johnston | 153,140,853 | 635,694 | 10,843,674 |
| William A. Paulette | 153,142,582 | 633,965 | 10,843,674 |
| John S. Poelker | 153,129,436 | 647,111 | 10,843,674 |
| Billy G. Roughton | 153,014,993 | 761,554 | 10,843,674 |
| W. Lewis Witt | 153,120,579 | 655,968 | 10,843,674 |
2. The shareholders ratified the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2014.
| Votes For | 164,353,713 |
| Votes Against | 114,302 |
| Abstain | 152,206 |
3. The shareholders approved, on an advisory basis, a proposal endorsing the compensation of the Company’s named executive officers as disclosed in the Company’s 2014 proxy statement.
| Votes For | 153,209,031 |
| Votes Against | 395,169 |
| Abstain | 172,347 |
| Broker Non-Votes | 10,843,674 |
4. The shareholders recommended, on an advisory basis, to hold an advisory vote on the compensation of the Company’s named executive officers on an annual basis, by the votes set forth in the table below:
| One-Year Frequency Vote | Two-Year Frequency Vote | Three-Year Frequency Vote | Abstain |
| 152,160,267 | 22,713 | 1,426,504 | 167,063 |
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.
| | Hampton Roads Bankshares, Inc. |
| | | | |
| | | | |
| Date: June 17, 2014 | By: | /s/ Douglas J. Glenn | |
| | | Douglas J. Glenn | |
| | | President and Chief Executive |
| | | Officer | |
