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):May 1, 2014
XENITH BANKSHARES, INC.
(Exact name of Registrant as specified in charter)
| | | | |
| Virginia | | 000-53380 | | 80-0229922 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
One James Center, 901 E. Cary Street, Suite 1700 Richmond, Virginia | | 23219 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code:(804) 433-2200
N/A
(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. |
At the annual meeting of shareholders (the “Annual Meeting”) of Xenith Bankshares, Inc. (the “Company”) held on May 1, 2014, the matters listed below were submitted to a vote of the Company’s shareholders. Set forth below are the final voting results on each such matter.
| | | | | | | | | | | | |
Nominee | | For | | | Withheld | | | Broker Non-Votes | |
Larry L. Felton | | | 7,853,733 | | | | 20,668 | | | | 1,402,023 | |
Palmer P. Garson | | | 7,853,383 | | | | 21,018 | | | | 1,402,023 | |
Patrick D. Hanley | | | 7,775,033 | | | | 99,368 | | | | 1,402,023 | |
Peter C. Jackson | | | 7,853,733 | | | | 20,668 | | | | 1,402,023 | |
T. Gaylon Layfield, III | | | 7,853,983 | | | | 20,418 | | | | 1,402,023 | |
Michael A. Mancusi | | | 7,168,083 | | | | 706,318 | | | | 1,402,023 | |
Robert J. Merrick | | | 7,853,920 | | | | 20,481 | | | | 1,402,023 | |
Scott A. Reed | | | 7,853,983 | | | | 20,418 | | | | 1,402,023 | |
Mark B. Sisisky | | | 5,915,260 | | | | 1,959,141 | | | | 1,402,023 | |
Thomas G. Snead, Jr. | | | 7,853,383 | | | | 21,018 | | | | 1,402,023 | |
Each nominee listed above was duly elected.
| | 2. | Approval of the Xenith Bankshares, Inc. 2012 Stock Incentive Plan, as amended. |
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
| 7,516,552 | | 261,581 | | 96,268 | | 1,402,023 |
The Xenith Bankshares, Inc. 2012 Stock Incentive Plan, as amended, was approved.
| | 3. | Ratification of Appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. |
| | | | |
For | | Against | | Abstentions |
| 9,264,886 | | 8,512 | | 3,026 |
The appointment of Grant Thornton LLP was ratified. There were no broker non-votes in the ratification of the appointment of the independent registered public accounting firm.
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| | 4. | Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. |
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
| 7,564,321 | | 128,649 | | 181,431 | | 1,402,023 |
The compensation of the Company’s named executive officers was approved on an advisory basis.
As previously announced, Malcolm S. McDonald, a director of the Company since December 22, 2009 and the Chairman of its Board of Directors (the “Board”), retired from service on the Board following the completion of his current term at the Annual Meeting on May 1, 2014.
At the Board’s annual meeting following the Annual Meeting, the Board elected Thomas G. Snead, Jr., a director of the Company since 2013, to succeed Mr. McDonald as its non-executive Chairman of the Board.
In connection with the foregoing, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
| 99.1 | | Press release issued on May 7, 2014 by the Company |
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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.
Date: May 7, 2014
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| | | | XENITH BANKSHARES, INC. |
| | | |
| | | | By: | | /s/ Thomas W. Osgood |
| | | | | | Thomas W. Osgood |
| | | | | | Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer |
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EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Press release issued on May 7, 2014 by the Company |
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