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): August 28, 2013
Carrollton Bancorp
(Exact name of registrant as specified in its charter)
| Maryland | 000-23090 | 52-1660951 |
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (IRS Employer Identification No.) |
| 2329 West Joppa Road, Suite 325, Lutherville, MD | 21093 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (410) 494-2580
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 obligations 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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | and (b) Voting Results. |
At the 2013 annual meeting of stockholders of Carrollton Bancorp (the “Company”) held on August 28, 2013, the stockholders voted on: (i) the approval of an amendment to the Company’s Articles of Incorporation, as amended and restated, to declassify the Company’s Board of Directors (Proposal 1); (ii) the election of nine director nominees to serve until the 2014 annual meeting of stockholders and until their successors are duly elected and qualified (Proposal 2); (iii) the ratification of the appointment of McGladrey, LLP as the Company’s independent registered public accounting firm for 2013 (Proposal 4); (iv) the adoption of a non-binding advisory resolution approving the compensation paid to the Company’s named executive officers for 2012 (Proposal 5); and (v) the frequency (every one, two or three years) of future advisory votes on the compensation paid to the Company’s named executive officers (non-binding advisory vote) (Proposal 6). These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below.
Proposal 1 – Amendment to the Articles of Incorporation to Declassify the Board of Directors:
| For | Against | Abstain | Broker Non-Votes |
| 8,490,035 | 90,809 | 4,512 | 279,127 |
Proposal 2 – Election of Directors:
| | For | Withheld | Abstain | Broker Non-Votes |
Robert J. Aumiller Steven K. Breeden | 8,555,668 8,555,051 | 29,688 30,305 | - - | 279,127 279,127 |
Kevin G. Byrnes Kevin B. Cashen | 8,553,899 8,537,994 | 31,457 47,362 | - - | 279,127 279,127 |
Mark M. Caplan Harold I. Hackerman | 8,555,662 8,555,078 | 29,694 30,278 | - - | 279,127 279,127 |
| Charles L. Maskell, Jr. | 8,555,680 | 29,676 | - | 279,127 |
| Shaun E. Murphy | 8,534,309 | 51,047 | - | 279,127 |
| Joseph J. Thomas | 8,551,971 | 33,385 | - | 279,127 |
Proposal 4 – Ratification of the Appointment of McGladrey, LLP:
| For | Against | Abstain | Broker Non-Votes |
| 8,850,030 | 8,178 | 629 | 5,646 |
Proposal 5 – Adoption of a non-binding advisory resolution approving the compensation paid to the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes |
| 8,397,284 | 85,733 | 107,984 | 273,482 |
Proposal 6 – Recommendation, by non-binding advisory vote, on the frequency (every one, two or three years) of future advisory votes to approve the compensation paid to the Company’s named executive officers:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
| 8,405,829 | 37,717 | 56,413 | 85,396 | 279,127 |
(d) Frequency of Future Say-on-Pay Votes.
Consistent with the Board of Director’s recommendation set forth in the Company’s definitive proxy statement for the 2013 annual meeting of stockholders and after considering the voting results with respect to Proposal 6 discussed above, the Board of Directors has decided that the stockholder advisory vote to approve the compensation paid to the Company’s named executive officers will be held each year, commencing with the Company’s 2014 annual meeting of stockholders and continuing thereafter until such time that the frequency vote is next presented to stockholders or until the Board of Directors determines otherwise.
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.
CARROLLTON BANCORP
Dated: August 29, 2013 By: /s/ Kevin B. Cashen
Kevin B. Cashen
President & Chief Executive Officer
