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 (Date of earliest event reported) July 6, 2012
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| 000-25020 | 77-0388249 |
| (Commission File Number) | (IRS Employer Identification No.) |
| | |
545 12th Street, Paso Robles CA | 93446 |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
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))
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 ( e ) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Amendment to 2005 Equity Compensation Plan
Management and the Board believe that it is in the best interests of the Company, in order to maintain an incentive compensation plan that best aligns employees’ interests with those of the Company, for the incentive stock option (ISO) cap in the 2005 Equity Compensation Plan to be periodically re-set. The current cap of 390,760 shares was established 7 years ago when the 2005 Plan was approved and has not been adjusted since. When the cap was established, it represented 100% of the total shares in the Plan.
As of the date of the 2012 proxy statement, 152,763 restricted shares have been issued and 578,071 option shares (qualified and non-qualified) have been issued, leaving 1,786,023 shares available under the Plan, of which only 87,473 are available for ISO’s.
On June 27, 2012 the Company shareholders approved an amendment to the 2005 Equity Compensation Plan that re-allocates the number of ISOs that can be granted under the plan from 390,760 to 2,013,485. The Plan was not Amended in any other respect.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 27, 2012, the Company held its Annual Meeting of Shareholders. Of the 25,179,391 shares of common stock outstanding as of the record date for the meeting, 22,152,717 shares or 88% were present at the meeting in person or by proxy. The following matters were considered and voted upon, with all nominated directors being elected and all other proposals approved.
| Director | Shares For | Withheld |
| Michael J. Morris | 17,274,725 | 2,934,372 |
| Donald Campbell | 17,338,736 | 2,870,361 |
| Michael J. Behrman | 17,356,262 | 2,852,835 |
| Kenneth Dewar | 17,371,812 | 2,837,285 |
| Mark C. Fugate | 17,376,664 | 2,832,433 |
| Dee Lacey | 17,356,377 | 2,852,720 |
| Simone F. Lagomarsino | 19,640,516 | 568,581 |
| James J. Lynch | 16,959,203 | 3,249,894 |
| Daniel J. O'Hare | 17,356,377 | 2,852,720 |
| Michael E. Pfau | 17,356,262 | 2,852,835 |
| Alexander F. Simas | 17,354,919 | 2,854,178 |
| Lawrence P. Ward | 19,033,176 | 1,175,921 |
| B. | To adopt a non-binding resolution approving the executive compensation disclosed in the Proxy Statement for the Annual Meeting of Shareholders. |
| Shares For | Against | Abstain | Broker Non-Votes |
| 19,059,184 | 1,098,700 | 51,213 | 1,943,620 |
| C. | To ratify the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2012. |
| Shares For | Against | Abstain | Broker Non-Votes |
| 21,552,109 | 596,612 | 3,996 | - |
| D. | To adopt a resolution amending the 2005 Equity Compensation Plan to re-allocate the number of shares available for Incentive Stock Option grants under the Plan from 390,760 to 2,013,485. |
| Shares For | Against | Abstain | Broker Non-Votes |
| 17,668,314 | 2,488,997 | 51,786 | 1,943,620 |
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.
Date: July 6, 2012
| �� | Heritage Oaks Bancorp |
| | | |
| | | |
| | By: | /s/ Tom Tolda | |
| | Tom Tolda |
| | Chief Financial Officer |
