UNITED STATES
SECURITIESAND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANTTO SECTION 13OR 15(d)OFTHE
SECURITIES EXCHANGE ACTOF 1934
Date of Report (Date of earliest event reported): June 29, 2010
BANKOFTHE CAROLINAS CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina | 000-52195 | 20-4989192 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
135 Boxwood Village Drive Mocksville, North Carolina | 27028 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (336) 751-5755
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 29, 2010, Eric E. Rhodes, age 50, was elected to serve as our Vice President and Chief Financial Officer and as Senior Vice President and Chief Financial Officer of our subsidiary bank, Bank of the Carolinas (“the Bank”). Mr. Rhodes formerly served as our Vice President and Chief Financial Officer and as the Bank’s Senior Vice President and Chief Financial Officer from 2005 until May 2008. Following his resignation in 2008, Mr. Rhodes served as a consultant to the Bank until August 2008. From September 2008 until he was reemployed by the Bank in May 2010, his principal occupation was a private investor. Previously, he was employed by Rowan Bank in China Grove, North Carolina from 1990 to 2004, where he last served as Senior Vice President and Chief Financial Officer. As the Bank’s Chief Financial Officer, Mr. Rhodes will receive an annual base salary of $135,000.
Also on June 29, 2010, Robert E. Marziano relinquished his responsibilities as our and the Bank’s Acting Chief Financial Officer. Mr. Marziano continues to serve as our and the Bank’s Chairman, President and Chief Executive Officer.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Our 2010 annual meeting of shareholders was held on June 29, 2010. At the meeting, our shareholders:
• | elected twelve directors for terms of one year each; |
• | approved a non-binding “say on pay” resolution regarding our executive compensation policies and practices; and |
• | ratified the appointment of Turlington and Company LLP as our independent public accountants for 2010. |
The following table describes the results of the voting at the annual meeting.
Name of Nominee or Description of Other Matter Voted On | Shares Voted “For” | Shares Voted “Against” | Shares Withheld or Abstained | Broker Nonvotes | ||||
Election of Directors: | ||||||||
Jerry W. Anderson | 2,073,453 | — | 133,216 | 856,542 | ||||
Alan M. Bailey | 1,979,707 | — | 226,962 | 856,542 | ||||
William A. Burnette | 2,066,978 | — | 139,692 | 856,542 | ||||
John A. Drye | 1,975,761 | — | 230,908 | 856,542 | ||||
John W. Googe | 1,967,574 | — | 239,095 | 856,542 | ||||
Henry H. Land | 1,968,842 | — | 237,827 | 856,542 | ||||
Steven G. Laymon | 2,073,854 | — | 132,815 | 856,542 | ||||
Robert E. Marziano | 2,072,282 | — | 134,387 | 856,542 | ||||
Grady L. McClamrock, Jr. | 1,969,012 | — | 237,657 | 856,542 | ||||
Lynne Scott Safrit | 2,067,078 | — | 139,591 | 856,542 | ||||
Francis W. Slate | 2,073,505 | — | 133,164 | 856,542 | ||||
Stephen R. Talbert | 2,056,145 | — | 150,524 | 856,542 | ||||
Proposal to Approve Non-Binding “Say on Pay” Resolution | 2,641,315 | 174,416 | 247,477 | 3 | ||||
Proposal to Ratify Appointment of Independent Accountants | 3,009,617 | 10,649 | 42,945 | 1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
BANKOFTHE CAROLINAS CORPORATION | ||||
(Registrant) | ||||
Date: July 2, 2010 | By: | /S/ Eric E. Rhodes | ||
Eric E. Rhodes | ||||
Chief Financial Officer |