UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form8-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 15, 2013
(Exact Name of Registrant as Specified in Charter)
| North Carolina | 000-11448 | 56-1348147 |
| State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | | Identification No.) |
1501 Highwoods Boulevard, Suite 400,
Greensboro North Carolina | 27410 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (336) 369-0900
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:
| q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INDEX
| | Page |
| | |
| Item 5.07 – Submission of Matters to a vote of Securityholders | 3 |
| | |
| Item 7.01 - Regulation FD Disclosure | 4 |
| | |
| Item 8.01 – Other Events | 4 |
| | |
| Item 9.01 – Financial Statements and Exhibits | 4 |
| | |
| Signatures | 4 |
ITEM 5.07 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
On May 15, 2013, at the Annual Meeting of the Company’s shareholders, a total of 16,783,921 shares, or 66 percent of the eligible voting shares, were voted. The following proposals were voted on by shareholders:
Proposal 1
To elect 15 persons who will serve as members of the Board of Directors until the 2014 annual meeting of shareholders or until their successors are duly elected and qualified:
| | | | | | | | | | | | | | | |
| Nominee | | For | | | Against or
Withheld | | | Abstentions | | | Broker
Non-Votes |
| Michael S. Albert | | 16,486,096 | | | 158,115 | | | 138,275 | | | 0 |
| J. David Branch | | 16,476,488 | | | 177,996 | | | 129,437 | | | 0 |
| C. Arnold Britt | | 16,366,836 | | | 288,797 | | | 128,288 | | | 0 |
| Robert C. Clark | | 16,477,409 | | | 171,032 | | | 135,480 | | | 0 |
| Alex A. Diffey, Jr. | | 16,391,748 | | | 264,686 | | | 127,487 | | | 0 |
| Barry Z. Dodson | | 16,273,383 | | | 366,602 | | | 143,936 | | | 0 |
| Donald P. Johnson | | 16,475,520 | | | 172,383 | | | 136,018 | | | 0 |
| Joseph H. Kinnarney | | 16,448,678 | | | 220,063 | | | 115,180 | | | 0 |
| Pressley A. Ridgill | | 16,442,406 | | | 211,055 | | | 130,460 | | | 0 |
| Mary E. Rittling | | 16,508,190 | | | 142,828 | | | 132,903 | | | 0 |
| E. Reid Teague | | 16,479,999 | | | 178,847 | | | 125,075 | | | 0 |
| John F. Watts | | 16,484,455 | | | 167,734 | | | 131,732 | | | 0 |
| G. Alfred Webster | | 16,482,841 | | | 169,187 | | | 131,893 | | | 0 |
| Kenan C. Wright | | 16,373,122 | | | 285,235 | | | 125,564 | | | 0 |
| Julius S. Young | | 16,499,858 | | | 157,421 | | | 126,642 | | | 0 |
| | | | | | | | | | | | |
All of the above-named nominees were duly elected.
Proposal 2
To consider and approve an advisory (non-binding) proposal on executive compensation:
| For | | Against or
Withheld | | | Abstentions | | | Broker
Non-Votes | |
| 16,292,814 | | 371,420 | | | 119,687 | | | 0 | |
ITEM 7.01REGULATION FD DISCLOSURE
The Company hereby furnishes its slide presentation, as presented at the Annual Meeting of the Company’s shareholders on May 15, 2013. A copy of the slide presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
On May 15, 2013, the Company issued a press release reporting the completion of its repurchase of the warrant (the “Warrant”) to purchase 2,567,255 shares of the Company’s common stock that was issued to the United States Department of the Treasury (the “Treasury”) on December 12, 2008, as part of the Troubled Asset Relief Program (TARP) Capital Purchase Program. The Company repurchased the Warrant for its fair market value of $7,778,783. Following the Company’s repurchase of the Warrant, the Treasury has no equity or other ownership interest in the Company.
A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following exhibits are filed herewith:
| Exhibit No. | Description of Exhibit |
| Exhibit 99.1 | NewBridge Bancorp slide presentation, as presented at the Annual Meeting of the Company’s shareholders on May 15, 2013. |
| Exhibit 99.2 | Press Release issued by NewBridge Bancorp, dated May 15, 2013. |
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.
Dated: May 15, 2013 | NEWBRIDGE BANCORP By: /s/ Ramsey K. Hamadi Ramsey K. Hamadi Senior Executive Vice President and Chief Financial Officer |
| | |
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit |
| Exhibit 99.1 | NewBridge Bancorp slide presentation, as presented at the Annual Meeting of the Company’s shareholders on May 15, 2013. |
| Exhibit 99.2 | Press Release issued by NewBridge Bancorp, dated May 15, 2013. |
