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, 2016
Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 0-11595 | | 03-0287342 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification Number) |
| | | | |
275 Kennedy Drive
South Burlington, Vermont | | (802) 658-3400 | | 05403 |
(Address of principal executive
offices) | | (Registrant’s telephone number,
including area code) | | (Zip 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:
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 by Security Holders.
At the Annual Meeting of Stockholders (the “Annual Meeting”) of Merchants Bancshares, Inc. (the “Company”) held on May 26, 2016, Donald R. Chase, Karen J. Danaher, Jeffrey L. Davis and Geoffrey R. Hesslink were elected as directors of the Company, each to serve for a three-year term and until his or her successor is duly elected and qualified. In addition, at the Annual Meeting, the stockholders of the Company (i) approved, on a non-binding basis, the compensation of the Company’s named executive officers and (ii) ratified the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2016.
At the Annual Meeting, the Company’s stockholders voted as follows:
Proposal 1. To elect four directors, each of whom will serve for a three-year term and until his or her successor is duly elected and qualified:
NOMINEE | | VOTES FOR | | VOTES WITHHELD | | BROKER NON-VOTES | |
Donald R. Chase | | 4,195,723.53 | | 125,563.71 | | 1,402,900.00 | |
Karen J. Danaher | | 4,097,570.53 | | 223,716.71 | | 1,402,900.00 | |
Jeffrey L. Davis | | 4,199,578.53 | | 121,708.71 | | 1,402,900.00 | |
Geoffrey R. Hesslink | | 4,155,396.71 | | 165,890.53 | | 1,402,900.00 | |
Proposal 2. To consider a non-binding resolution to approve the compensation of the Company’s named executive officers:
VOTES FOR | | VOTES AGAINST | | ABSTENTIONS | | BROKER NON-VOTES | |
4,036,726.16 | | 253,227.67 | | 31,333.42 | | 1,402,900.00 | |
Proposal 3. To ratify the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2016:
VOTES FOR | | VOTES AGAINST | | ABSTENTIONS | | BROKER NON-VOTES | |
5,715,309.11 | | 8,449.13 | | 429.00 | | 0.00 | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
| MERCHANTS BANCSHARES, INC. |
| | |
| | |
| By: | /s/ Eric A. Segal |
| Name: | Eric A. Segal |
| Title: | Interim Principal Financial |
| | Officer, Principal Accounting |
| | Officer and Treasurer |
Date: May 27, 2016
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