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 23, 2016
CASCADE BANCORP
(Exact name of registrant as specified in its charter)
|
| | | | |
| Oregon | | 000-23322 | | 93-1034484 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1100 NW Wall Street
Bend, Oregon 97701
(Address of principal executive offices)
(Zip Code)
(877) 617-3400
(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:
[ ] 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.
On May 23, 2016, the Company held its Annual Meeting. Four proposals were submitted to and approved by the Company’s shareholders. The holders of 69,982,644 shares of the Company's common stock, or 97.35% of the outstanding shares entitled to vote as of the record date, which constituted a quorum, were represented at the Annual Meeting in person or by proxy. The proposals are described in more detail in the Proxy Statement. The final voting results on each such proposals were as follows:
Proposal 1. To elect as directors the 11 nominees named in the Proxy Statement to the Board of Directors.
At the Annual Meeting, the shareholders elected each director nominee to the Board of Directors by the following votes:
|
| | | | | | | | | |
| | | For | | Withheld | | Broker Non-Votes |
| Jerol E. Andres | | 60,435,972 |
| | 5,493,189 |
| | 4,053,483 |
|
| Chris C. Casciato | | 60,442,841 |
| | 5,486,320 |
| | 4,053,483 |
|
| Michael J. Connolly | | 60,445,190 |
| | 5,483,971 |
| | 4,053,483 |
|
| Annette G. Elg | | 65,712,841 |
| | 216,320 |
| | 4,053,483 |
|
| Dennis L. Johnson | | 60,445,490 |
| | 5,483,671 |
| | 4,053,483 |
|
| J. LaMont Keen | | 65,713,041 |
| | 216,120 |
| | 4,053,483 |
|
| James B. Lockhart III | | 65,712,838 |
| | 216,323 |
| | 4,053,483 |
|
| Patricia L. Moss | | 65,739,349 |
| | 189,812 |
| | 4,053,483 |
|
| Ryan R. Patrick | | 65,764,307 |
| | 164,854 |
| | 4,053,483 |
|
| Thomas M. Wells | | 65,767,981 |
| | 161,180 |
| | 4,053,483 |
|
| Terry E. Zink | | 65,767,358 |
| | 161,803 |
| | 4,053,483 |
|
Proposal 2. To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.
Shareholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 by the following votes:
|
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 69,923,255 | | 51,026 | | 8,363 | | — |
Proposal 3. To approve an amendment to the 2008 Performance Incentive Plan to increase the number of shares available for issuance under such plan.
Shareholders approved amendments to the Plan by the following votes:
|
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 52,445,062 | | 13,468,761 | | 15,338 | | 4,053,483 |
Proposal 4. To approve, on a non-binding advisory basis, the compensation paid to the Company’s Named Executive Officers.
Shareholders approved by a non-binding advisory vote the compensation paid to the Company’s Named Executive Officers by the following votes:
|
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 49,948,967 | | 15,963,694 | | 16,500 | | 4,053,483 |
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 hereunto duly authorized.
CASCADE BANCORP
By: /s/ Gregory D. Newton
Gregory D. Newton
Executive Vice President &
Chief Financial Officer
Date: May 27, 2016
