UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 11, 2012
(Date of earliest event reported)
CANANDAIGUA NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
New York | | 2-94863 | | 16-1234823 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
72 South Main Street Canandaigua, New York | 14424 |
(Address of principal executive offices) | (Zip Code) |
(585) 394-4260
(Registrant’s telephone number, including area 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))
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Item 5.07
Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of Canandaigua National Corporation (the “Corporation”) held on Wednesday, April 11, 2012, the Corporation’s shareholders voted on two proposals and cast their votes as described below. The proposals are described in detail in the Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 29, 2012, and amended on March 2, 2012.
Proposal 1: Election of Frank H. Hamlin, III, George W. Hamlin, IV, Caroline C. Shipley, and Sue S. Stewart as Class 1 Directors
Director nominees Frank H. Hamlin, III, George W. Hamlin, IV, Caroline C. Shipley, and Sue S. Stewart were elected as Class 1 Directors of the Corporation for a term of three years and until their successors have been elected and qualified as follows:
| | | | | | | | |
Nominee | | Votes Cast For |
| Votes Withheld | | Abstentions |
| Broker Non-votes |
Frank H. Hamlin, III | | 1,139,083 | | 6,847 | | 0 | | 0 |
George W. Hamlin, IV | | 1,136,866 | | 9,064 | | 0 | | 0 |
Caroline C. Shipley | | 1,128,614 | | 17,316 | | 0 | | 0 |
Sue S. Stewart | | 1,135,574 | | 10,356 | | 0 | | 0 |
Proposal 2: Approval of an amendment to the Corporation’s 2011 Omnibus Incentive Plan
The Corporation’s shareholders approved an amendment to Section 8 of the Corporation’s 2011 Omnibus Incentive Plan toremove the ten year term limitation on Stock Appreciation Rights awards as follows:
| | | | | | |
Votes Cast For |
| Votes Cast Against | | Abstentions |
| Broker Non-votes |
1,090,509 | | 31,119 | | 24,302 | | 0 |
No other matters were voted upon at the meeting.
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SIGNATURE
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 thereunto duly authorized.
CANANDAIGUA NATIONAL CORPORATION
Dated: April 16, 2012
By:/s/ Lawrence A. Heilbronner
Lawrence A. Heilbronner
Executive Vice President and Chief Financial Officer
