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
May 29, 2015 (May 27, 2015)
Date of Report (Date of earliest event reported)
FCB FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36586 | | 27-0775699 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (IRS Employer Identification Number) |
2500 Weston Road, Suite 300
Weston, Florida 33331
(Address of principal executive offices)
(954) 984-3313
(Registrant’s telephone number, including area code)
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 5.07 | Submission of Matters to a Vote of Security Holders |
On May 27, 2015, FCB Financial Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) and the following proposals were voted on:
Proposal No. 1: To elect Kent S. Ellert, Howard R. Curd, Gerald Luterman and Paul Anthony Novelly as Class I Directors for a three year term of office expiring at the 2018 Annual Meeting of Stockholders.
Proposal No. 2: To ratify the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015.
Proposal No. 3: To approve the FCB Financial Holdings, Inc. Executive Incentive Plan.
Each proposal is described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 9, 2015. The results of such stockholder votes are set forth below.
Proposal No. 1: All of the director nominees were elected to the Board based on the following votes:
| | | | | | | | | | | | |
| | | FOR | | | WITHHELD | | | BROKER
NON-VOTE | |
Kent S. Ellert | | | 19,921,352 | | | | 7,858,940 | | | | 3,648,454 | |
Howard R. Curd | | | 22,410,994 | | | | 5,369,298 | | | | 3,648,454 | |
Gerald Luterman | | | 20,638,179 | | | | 7,142,113 | | | | 3,648,454 | |
Paul Anthony Novelly | | | 20,462,608 | | | | 7,317,684 | | | | 3,648,454 | |
Proposal No. 2: The proposal to ratify the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015 received the following votes:
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKERNON-VOTE |
| 31,424,546 | | — | | 4,200 | | — |
Proposal No. 3. The proposal to approve the FCB Financial Holdings, Inc. Executive Incentive Plan received the following votes:
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKERNON-VOTE |
| 26,953,063 | | 790,627 | | 36,602 | | 3,648,454 |
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 29, 2015 | | | | FCB FINANCIAL HOLDINGS, INC. |
| | | |
| | | | By: | | /s/Paul D. Burner |
| | | | | | Name: Paul D. Burner |
| | | | | | Title: Chief Financial Officer |
