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
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Date of report (Date of earliest event reported): April 17, 2013 |
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| LSB Financial Corp. |
| (Exact Name of Registrant as Specified in Its Charter) |
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| Indiana | 0-25070 | 35-1934975 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 101 Main Street, Lafayette, Indiana | 47901 |
| (Address of Principal Executive Offices) | (Zip Code) |
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| (765) 742-1064 |
| (Registrant’s Telephone Number, Including Area Code) |
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| 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 obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | 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 April 17, 2013, the Corporation held the Annual Meeting of Shareholders pursuant to due notice. Four directors were elected to the following terms, by the following votes. Holders of a total of 1,392,392 shares were present in person or by proxy at the meeting.
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| | Stephen E. Belter | | 2016 | | 789,287 | | 26,489 | | 576,616 |
| | Mariellen M. Neudeck | | 2016 | | 789,930 | | 25,846 | | 576,616 |
| | Charles W. Shook | | 2016 | | 784,274 | | 31,502 | | 576,616 |
| | Sarah R. Byrn | | 2016 | | 784,546 | | 31,230 | | 576,616 |
The proposition described below, having received a vote, in person or by proxy, of more favorable votes than votes cast against the proposition, was declared to be duly adopted by the shareholders of the Corporation.
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| | Approval and ratification of the appointment of BKD, LLP as auditors for LSB Financial Corp. for the year ended December 31, 2013 | 1,353,815 | | 20,022 | | 18,555 |
The proposition described below, having received an advisory vote, in person or by proxy, of more favorable votes than votes cast against the proposition, was declared to have been adopted:
| | | For | | Against | | Abstain | | Broker Non-Votes |
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| | Approval, on an advisory basis, of compensation paid to executive officers of the Corporation as disclosed in the proxy statement | 746,974 | | 47,673 | | 21,129 | | 576,616 |
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The Corporation’s shareholders voted, on an advisory basis, on the frequency of future “say-on-pay” votes as follows:
| | | Votes | |
| | One year | | |
| | Two years | | |
| | Three years | | |
| | Abstain | | |
| | Broker Non-Votes | | |
At the Annual Meeting, shareholders cast over 76% of votes in favor of holding future say-on-pay votes on an annual basis. The Corporation’s Board of Directors had recommended a vote for annual frequency of say-on-pay votes. In light of this result and other factors it considered, the Board has determined that the Corporation will hold future say-on-pay votes on an annual basis until the next advisory vote on the frequency of say-on-pay votes occurs. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Corporation’s 2019 Annual Meeting of Shareholders.
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 hereto duly authorized.
| Date: April 17, 2013 | LSB Financial Corp. |
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| | By: | /s/ Mary Jo David |
| | | Mary Jo David |
| | | Treasurer |
