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
Date of Report: April 22, 2013
FIRSTBANK CORPORATION
(Exact Name of Registrant as Specified in Charter)
Michigan | 000-14209 | 38-2633910 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
311 Woodworth Avenue Alma, Michigan | 48801 |
(Address of principal executive office) | (Zip Code) |
Registrant's telephone number, including area code:(989) 463-3131
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)). |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Section 5.07 Submission of Matters to a Vote of Security Holders.
Three proposals were submitted to a vote of security holders at our annual shareholder's meeting on April 22, 2013:
| | ● | Proposal One: Election of directors. |
| | ● | Proposal Two: Advisory vote on Firstbank Corporation's executive compensation |
| | ● | Proposal Three: Advisory vote on the frequency of future advisory votes on executive compensation |
| | ● | Proposal Four: Ratification of the appointment of independent auditors. |
Proposal One: Election of Directors
All nominees proposed for the Class of 2016 were elected. Shareholders cast votes for these nominees as follows:
Nominee | | For | | | Withheld | | | Broker Non-votes | |
| | | | | | | | | | | | | |
David W. Fultz | | | 4,142,937 | | | | 37,940 | | | | 1,554,386 | |
William E. Goggin | | | 4,131,606 | | | | 49,272 | | | | 1,554,386 | |
The terms of Thomas Sullivan, Thomas Dickinson, Edward Grant, Jeff Gardner and Samuel Smith continued after the annual meeting.
Proposal Two: Advisory (nonbinding) Vote on Firstbank Corporation's Executive Compensation Program
This proposal gave shareholders the opportunity to vote on an advisory (nonbinding) resolution to approve executive compensation program as described in our 2013 proxy statement. This resolution was approved by 94.6% of the votes cast for or against, with shareholders casting votes as follows:
| | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | | | | | | | | | | | | | | | | |
Advisory (nonbinding) vote on executive compensation | | | 3,814,699 | | | | 216,585 | | | | 147,804 | | | | 1,556,175 | |
Proposal Three: Advisory (nonbinding) Vote on the Frequency of Future Advisory Votes on Executive Compensation
This proposal gave shareholders the opportunity to vote on an advisory (nonbinding) resolution about the frequency of future advisory votes on executive compensation program as described in our 2013 proxy statement. One year received the majority of the votes cast.
| | | 1 Year | | | 2 Years | | | 3 Years | | | Abstain | | | Broker Non-Votes | |
| | | | | | | | | | | | | | | | | | | | | |
Advisory (nonbinding) vote on the frequency of future advisory votes on executive compensation | | | 3,285,595 | | | | 326,283 | | | | 270,895 | | | | 298,099 | | | | 1,554,390 | |
Proposal Four: Ratification of Selection of Independent Registered Public Accounting Firm
This proposal gave shareholders the opportunity to vote to ratify our selection of Plante & Moran, PLLC as our independent registered public accounting firm for 2013. This selection was ratified by 99.0% of the shares represented at the meeting, with shareholders casting votes as follows:
| | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | | | | | | | | | | | | | | | | |
Ratification of selection of independent public accounting firm | | | 5,680,684 | | | | 28,303 | | | | 26,276 | | | | 0 | |
Item 8.01 Other Events
On April 22, 2013, Firstbank Corporation provided an update to certain of its shareholders at the corporation's annual meeting. The slides accompanying the presentation are attached as Exhibit 99.1 and will be available on the corporation's website under "Investor Relations."
The information in this report, including exhibits, is being furnished pursuant to Item 8.01 and shall not be deemed "filed" within the meaning of section 18 of the Securities Act of 1934, or otherwise subject to the liabilities under that Section.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | |
| | |
| | Exhibit 99.1 | Slides accompanying Firstbank Corporation's shareholder presentation on April 22, 2013. |
