UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 27, 2010
INTERVEST BANCSHARES CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 000-23377 | | 13-3699013 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
| | |
| 1 Rockefeller Plaza, Suite 400 New York, New York | | 10020-2002 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number Including Area Code: (212) 218-2800
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)) |
Explanatory Note
The Amendment is being filed to correct some inaccurate vote tallies.
Item 5.07 – Submission of Matters to a Vote of Security Holders
The Company’s 2010 Annual Meeting of Stockholders was held on May 26, 2010. Pursuant to the Company’s Certificate of Incorporation and Bylaws, one-third of the Company's directors are elected by the holders of Class A Common Stock and two-thirds of the directors are elected by the holders of Class B Common Stock. On all other matters, the holders of Class A Common Stock and Class B Common Stock vote together as a single class.
The following matters were voted upon and approved at the Company’s Annual Meeting:
| | | | | | |
1. | | Election of Directors - Class A | | For | | Withheld
Authority |
| | Michael A. Callen | | 3,888,603 | | 22,685 |
| | Wayne F. Holly | | 3,889,295 | | 21,993 |
| | Election of Directors – Class B | | | | |
| | Lowell S. Dansker | | 580,000 | | — |
| | Paul R. DeRosa | | 580,000 | | — |
| | Stephen A. Helman | | 580,000 | | — |
| | Lawton Swan, III | | 580,000 | | — |
| | Thomas E. Willett | | 580,000 | | — |
| | Wesley T. Wood | | 580,000 | | — |
2. Non-Binding Advisory Proposal on the Compensation of Executive Officers:
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 7,004,565 | | 231,686 | | 53,642 | | -0- |
3. Proposed Amendment to Certificate of Incorporation to increase the number of shares of Class A Common Stock:
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 4,215,182 | | 263,106 | | 13,000 | | 2,798,605 |
4. Proposal to authorize the corporation to issue shares in one or more non-public offerings:
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 4,278,795 | | 202,993 | | 9,500 | | 2,798,605 |
5. Ratification of appointment of Hacker, Johnson & Smith, P.A., P.C. as independent auditor for 2010:
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 7,245,996 | | 37,636 | | 6,261 | | -0- |
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 thereunto duly authorized.
| | | | |
| | INTERVEST BANCSHARES CORPORATION |
| | |
Date: May 27, 2010 | | By: | | /s/ Lowell S. Dansker |
| | | | Lowell S. Dansker, |
| | | | Chairman and Chief Executive Officer (Principal Executive Officer) |
