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 26, 2011
NORTH VALLEY BANCORP
(Exact name of registrant as specified in its charter)
| California |
| (State or other jurisdiction of incorporation) |
| | | |
| 0-10652 | | 94-2751350 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
| 300 Park Marina Circle, Redding, CA 96001 |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (530) 226-2900
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):
| 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 5.07 | Submission of Matters to a Vote of Security Holders |
The 2011 Annual Meeting of Shareholders of North Valley Bancorp (the “Company”) was held on May 26, 2011. Four matters were submitted to a vote of the shareholders through the solicitation of proxies and the results of the voting are set forth below:
Proposal 1. The following eight persons were nominated and elected as Directors of the Company, to serve for terms of one year. The voting results were as follows:
| Nominees | | Votes For | | Votes Withheld | | Broker Non-Votes |
| | | | | | | |
| Michael J. Cushman | | 5,122,917 | | 65,117 | | 460,440 |
| Dante W. Ghidinelli | | 5,165,118 | | 22,916 | | 460,440 |
| Kevin D. Hartwick | | 5,164,979 | | 23,055 | | 460,440 |
| Roger B. Kohlmeier | | 5,165,118 | | 22,916 | | 460,440 |
| Timothy R. Magill | | 5,164,979 | | 23,055 | | 460,440 |
| Martin A. Mariani | | 5,165,118 | | 22,916 | | 460,440 |
| Dolores M. Vellutini | | 5,164,820 | | 23,214 | | 460,440 |
| J.M. (Mike) Wells, Jr. | | 5,163,286 | | 24,748 | | 460,440 |
Proposal 2. Advisory (non-binding) vote on the Company’s executive compensation (“Say On Pay”). The voting results were as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | | |
| 5,128,595 | | 42,513 | | 16,926 | | 460,440 |
Proposal 3. Advisory (non-binding) vote on the frequency of future “Say On Pay” votes. The voting results were as follows:
| 1 Year | | 2 Years | | 3-Years | | Abstain | | Broker Non-Votes |
| | | | | | | | | |
| 4,733,987 | | 25,652 | | 392,156 | | 36,239 | | 460,440 |
Proposal 4. To ratify the appointment of Perry-Smith LLP as the Company’s Independent Registered Public Accounting Firm for 2011. The proposal was approved. The voting results were as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | | |
| 5,627,092 | | 8,876 | | 12,506 | | -0- |
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.
| | NORTH VALLEY BANCORP |
| | | |
| Dated: May 27, 2011 | By: | /s/ Kevin R. Watson |
| | | Kevin R. Watson |
| | | Executive Vice President |
| | | Chief Financial Officer |
