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): April 30, 2010 (April 28, 2010)
CAPITOL BANCORP LIMITED
(Exact name of registrant as specified in its charter)
| Michigan | 001-31708 | 38-2761672 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| Capitol Bancorp Center | ||||
| 200 N. Washington Square, Lansing, MI | ||||
| (Address of principal executive offices) | ||||
| 48933 | ||||
| (Zip Code) | ||||
(517) 487-6555
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed since last report.)
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 of Security Holders.
Results of 2010 Annual Shareholders’ Meeting
On April 28, 2010, Capitol Bancorp Ltd. (“Capitol”) held its Annual Shareholders’ Meeting (the “Meeting”). As of the record date of March 2, 2010, there were a total of 17,544,501 shares of common stock outstanding and entitled to vote at the Meeting. At the Meeting, 13,253,151 shares of common stock (75.54%) were represented in person or by proxy, therefore a quorum was present. Two proposals were presented and voted on and the preliminary results were reported at the Meeting. Set forth below are the final results for the proposals.
Proposal One: Election of Directors
The following six Class III directors were elected for a three-year term by the affirmative vote of a majority of the votes cast for and withheld from the election of nominees by the shares of common stock present in person or by proxy and entitled to vote at the Meeting:
| Name of Nominee | Number of Votes Cast For | Number of Votes Withheld | Abstentions and Broker Non-Votes |
| Joseph D. Reid | 6,091,980 | 875,448 | 6,285,724 |
| Michael L. Kasten | 6,531,232 | 436,196 | 6,285,724 |
| David L. Becker | 6,433,491 | 533,937 | 6,285,724 |
| James C. Epolito | 6,224,091 | 743,337 | 6,285,724 |
| Kathleen A. Gaskin | 6,463,640 | 503,788 | 6,285,724 |
| Ronald K. Sable | 6,554,315 | 413,113 | 6,285,724 |
| Total All Directors | 38,298,749 | 3,505,819 | |
| % Voted of Average | 91.61% | 8.39% |
Proposal Two: Ratification of the Appointment of BDO Seidman, LLP as the independent auditors for the fiscal year ending December 31, 2010
Number of Votes Cast For: 12,733,337
Number of Votes Against: 446,655
Number of Votes Abstained: 73,159
Number of Broker Non-Votes: Not Applicable
A copy of the press release announcing the voting results is attached as an Exhibit to this report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 29, 2010, Lawrence Connell was elected to the board of directors of Capitol. Mr. Connell will serve as vice chairman of the board.
A copy of the press release announcing Mr. Connell’s election is attached as an Exhibit to this report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 29, 2010, Capitol accepted the resignation of Richard Henderson, a member of the Board of Directors. Mr. Henderson has retired from his service as a member of the Board of Directors, a position he has held with Capitol since 2006.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
99.1 Press Release of Capitol Bancorp Limited dated April 30, 2010.
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.
| CAPITOL BANCORP LIMITED | ||||
| Date: April 30, 2010 | By: | /s/ Cristin K. Reid | ||
| Cristin K. Reid | ||||
| Corporate President | ||||
INDEX TO EXHIBITS
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release dated April 30, 2010 | |