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) January 17, 2013
HOMETRUST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Maryland | | 001-35593 | | 45-5055422 |
| (State or other jurisdiction | | (Commission File No.) | | (IRS Employer |
| of incorporation) | | | | Identification Number) |
| 10 Woodfin Street, Asheville, North Carolina | | 28801 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (828) 259-3939
(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:
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As noted under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders (the “Annual Meeting”) of HomeTrust Bancshares, Inc. (the “Company”) held on January 17, 2013, the Company’s stockholders approved the Company’s 2013 Omnibus Incentive Plan (the “Omnibus Incentive Plan”). A description of the Omnibus Incentive Plan is contained in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on December 5, 2012 under the heading “Proposal II Approval of the Omnibus Incentive Plan” and is incorporated herein by reference, and a copy of the Omnibus Incentive Plan is attached to that proxy statement as Appendix A and is also incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
As noted above, on January 17, 2013, the Company held its Annual Meeting. The voting results of the Annual Meeting are as follows:
Proposal 1: Election of four directors, each for a three-year term:
| Nominee | | Votes For | | Votes Withheld | Broker Non-Votes |
| | | | | | |
| Sidney A. Biesecker | | 12,989,211 | | 3,412,730 | 3,248,608 |
| Robert G. Dinsmore, Jr. | | 13,961,834 | | 2,440,107 | 3,248,608 |
| Larry S. McDevitt | | 11,705,855 | | 4,696,086 | 3,248,608 |
| Peggy C. Melville | | 11,841,242 | | 4,560,699 | 3,248,608 |
The Company’s directors are elected by a plurality of the votes cast. Accordingly, each of the nominees named above was elected.
| Proposal 2: | Approval of the HomeTrust Bancshares, Inc. 2013 Omnibus Incentive Plan |
| Votes For | | Votes Against | | Abstentions | Broker Non-Votes |
| | | | | | |
| 10,935,967 | | 5,425,801 | | 40,173 | 3,248,608 |
The vote required to approve this proposal was the affirmative vote of the holders of a majority of the 21,160,000 shares of the Company’s common stock outstanding as of the voting record date for the Annual Meeting. Accordingly, this proposal was approved.
| Proposal 3: | Approval of the HomeTrust Bancshares, Inc. Tax Benefits Preservation Plan |
| Votes For | | Votes Against | | Abstentions | Broker Non-Votes |
| | | | | | |
| 11,451,613 | | 4,840,975 | | 109,353 | 3,248,608 |
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
| Proposal 4: | Ratification of the Appointment of Dixon Hughes Goodman LLP as the Company’s Independent Auditors for the Fiscal Year Ending June 30, 2013 |
| Votes For | | Votes Against | | Abstentions | Broker Non-Votes |
| | | | | | |
| 19,110,678 | | 182,507 | | 357,364 | 0 |
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | 10.1 | HomeTrust Banchares, Inc. 2013 Omnibus Incentive Plan (attached as Appendix A to the Company’s definitive proxy statement for the Annual Meeting filed with the SEC on December 5, 2012 and incorporated herein by reference) |
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.
| | | | HOMETRUST BANCSHARES, INC. |
| | | | |
| | | | |
| | | | |
| Date: January 22, 2013 | | By: | /s/ Tony J. VunCannon |
| | | | Tony J. VunCannon |
| | | | Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
| | |
| | |
| 10.1 | HomeTrust Banchares, Inc. 2013 Omnibus Incentive Plan (attached as Appendix A to the Company’s definitive proxy statement for the Annual Meeting filed with the SEC on December 5, 2012 and incorporated herein by reference) |
| | |
