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 22, 2013
CAPITAL BANK FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware | | 001-35655 | | 27-1454759 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
121 Alhambra Plaza, Suite 1601
Coral Gables, Florida 33134
(Address of principal executive offices)
(305) 670-0200
(Registrant’s telephone number, including area code)
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:
¨ 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.
(a) and (b)
Capital Bank Financial Corp. (the “Company”) held its Annual Meeting of Shareholders on May 22, 2013. The shareholders considered five proposals, each of which is described in more detail in the Company’s definitive proxy statement dated April 10, 2013.
| Proposal 1: Election of eleven nominees as directors to hold office until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified. The votes were cast as follows: | |
| Name | Votes For | Withheld | Broker Non-Votes | |
| Charles F. Atkins | 23,884,737 | 22,731 | 5,101,257 | |
| Martha M. Bachman | 23,884,964 | 22,504 | 5,101,257 | |
| Richard M. DeMartini | 22,185,787 | 1,721,681 | 5,101,257 | |
| Peter N. Foss | 22,256,184 | 1,651,284 | 5,101,257 | |
| William A. Hodges | 22,256,445 | 1,651,023 | 5,101,257 | |
| Oscar A. Keller III | 23,810,738 | 96,730 | 5,101,257 | |
| Jeffrey E. Kirt | 23,815,543 | 91,925 | 5,101,257 | |
| Samuel E. Lynch | 23,763,460 | 144,008 | 5,101,257 | |
| Marc D. Oken | 22,256,885 | 1,650,583 | 5,101,257 | |
| R. Eugene Taylor | 23,779,693 | 127,775 | 5,101,257 | |
| William G. Ward, Sr. | 23,761,248 | 146,220 | 5,101,257 | |
All director nominees were duly elected.
| Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The votes were cast as follows: | |
| Votes For | Votes Against | Abstained | Broker Non-Votes | |
| 28,893,254 | 111,783 | 3,688 | 0 | |
Proposal 2 was approved.
| Proposal 3: Approval of the Capital Bank Financial Corp. 2013 Omnibus Compensation Plan. The votes were cast as follows: | |
| Votes For | Votes Against | Abstained | Broker Non-Votes | |
| 23,296,684 | 591,124 | 19,660 | 5,101,257 | |
Proposal 3 was approved.
| Proposal 4: Adoption of a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the Company’s proxy statement. The votes were cast as follows: | |
| Votes For | Votes Against | Abstained | Broker Non-Votes | |
| 17,948,775 | 5,935,529 | 23,164 | 5,101,257 | |
Proposal 4 was approved.
| Proposal 5: Selection, on an advisory basis, of the frequency of future advisory votes to approve the compensation of the Company’s named executive officers. The votes were cast as follows: | |
| 1 Year | 2 Years | 3 Years | Abstained | Broker Non-Votes | |
| 22,333,486 | 713,376 | 835,677 | 24,929 | 0 | |
Shareholders approved having an advisory proposal on the compensation of the Company’s named executive officers every year.
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.
| | CAPITAL BANK FINANCIAL CORP. | |
Date: May 28, 2013 | By: | /s/ Vincent M. Lichtenberger | |
| | Vincent M. Lichtenberger | |
| | Executive Vice President and General Counsel | |
