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) May 22, 2013
Heritage Oaks Bancorp | |
| (Exact Name of Registrant as Specified in Its Charter) | |
California | |
| (State or Other Jurisdiction of Incorporation) | |
000-25020 | 77-0388249 |
| (Commission File Number) | (IRS Employer Identification No.) |
1222 Vine Street, Paso Robles CA | 93446 |
| (Address of Principal Executive Offices) | (Zip Code) |
(805) 369-5200 | |
| (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):
[ ] 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 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 22, 2013, the Board of Directors of Heritage Oaks Bancorp (NASDAQ:HEOP) (the “Company”), parent company of Heritage Oaks Bank, voted in favor of amending its Bylaws; specifically Article 3.3 entitled Election and Term of Office of Directors. A copy of the amended Article 3.3 and the prior version of Article 3.3 are attached to this Form 8-K as Exhibit 99.1. All other provisions contained within the Bylaws are unchanged and remain in effect.
Item 5.07 - Submission of Matters to a Vote of Security Holders
On May 22, 2013, the Company held its annual meeting of shareholders. Of the 25,334,152 shares of common stock outstanding as of the record date for the meeting, 22,517,832 shares or 88.88% 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.
A. Election of Directors
| Director | Shares For | Shares Withheld | Broker Non-Votes | |||||||||
| Michael J. Morris | 18,703,895 | 1,126,818 | 2,687,119 | |||||||||
| Donald Campbell | 19,040,356 | 790,357 | 2,687,119 | |||||||||
| Michael J. Behrman | 19,385,132 | 445,581 | 2,687,119 | |||||||||
| Mark C. Fugate | 19,379,679 | 451,034 | 2,687,119 | |||||||||
| Dee Lacey | 19,120,513 | 710,200 | 2,687,119 | |||||||||
| Simone F. Lagomarsino | 19,555,870 | 274,843 | 2,687,119 | |||||||||
| James J. Lynch | 19,379,130 | 451,583 | 2,687,119 | |||||||||
| Daniel J. O'Hare | 19,385,247 | 445,466 | 2,687,119 | |||||||||
| Michael E. Pfau | 19,027,298 | 803,415 | 2,687,119 | |||||||||
| Alexander F. Simas | 19,377,923 | 452,790 | 2,687,119 | |||||||||
| Lawrence P. Ward | 18,944,818 | 885,895 | 2,687,119 | |||||||||
B. 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 |
| 18,705,182 | 537,431 | 588,100 | 2,687,119 |
C. Ratify the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2013.
| Shares For | Against | Abstain | Broker Non-Votes |
| 21,947,258 | 552,039 | 18,535 | - |
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 99 | Amended Article 3.3 of the Bylaws of Heritage Oaks Bancorp. |
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.
Date: May 24, 2013
| Heritage Oaks Bancorp | |||
| By: | /s/ Mark Olson | ||
| Mark Olson | |||
Chief Financial Officer | |||