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EX-3.1 - AMENDED AND RESTATED BYLAWS - TECHE HOLDING COex3-1.htm

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)
January 20, 2011


TECHE HOLDING COMPANY
(Exact name of Registrant as specified in its Charter)


Louisiana
 
1-13712
 
72-1287456
(State or other jurisdiction
of incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)



1120 Jefferson Terrace, New Iberia, Louisiana
70560
(Address of principal executive offices)
(Zip Code)

 
Registrant’s telephone number, including area code:
(337) 560-7151
 

Not Applicable
(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:

¨           Written communications pursuant to Rule 425 under the Securities Act
¨           Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
¨           Pre-commencement to communications pursuant to Rule 13e-4(c) under the Exchange Act


 
 

 

INFORMATION TO BE INCLUDED IN THE REPORT

Section 5 – Corporate Governance and Management

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On February 24, 2011, the Board of Directors of Teche Holding Company (the “Registrant”) appointed Dr. William A. Anderson, III to the Board of Directors for a term of office to expire at the 2014 Annual Meeting of Shareholders.  He has not yet been appointed to any Board committees.  Dr. Anderson is past President and Partner/Owner of Gastroenterology Associates, LLC/LEC, Inc. in Baton Rouge, Louisiana and has been responsible for oversight of all management and business development of this physician practice and ambulatory surgical center which is recognized as one of the largest GI practices in the southeastern United States.   In addition, Dr. Anderson also participates as an Associate Professor of Internal Medicine at LSU Health Science Center, Earl K. Long Campus, Baton Rouge, LA and Graduate Medical Education – Family Practice instructor, Baton Rouge General Medical Center, Baton Rouge, LA. 
 
There are no transactions between Dr. Anderson and the Registrant required to be disclosed pursuant to the requirements of Item 404(a) of Regulation S-K.
 
Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)           Effective February 24, 2011, the Board of Directors of the Registrant approved an amendment to Article III, Section 2 of the Registrant’s Bylaws to increase the size of the Board of Directors from ten to 11 members.  A copy of the Amended and Restated Bylaws is filed as Exhibit 3.1 hereto.

Item 5.07.  Submission of Matters to a Vote of Security Holders.

On January 20, 2011, the Registrant held its Annual Meeting of Shareholders at which the following matters were voted on:

1.  
Election of Directors

 
Nominee
 
For
 
Withheld
 
Broker Non Votes
 
Mary Coon Biggs
 
1,043,407
 
187,407
    794,040
 
J.L. Chauvin
 
1,044,407
 
186,407
    794,040
 
Thomas F. Kramer
 
1,192,420
 
38,394
    794,040



 
 

 

2.  
Ratification of Auditors
 
 
For:
 
1,711,237
       
 
Against:
 
9,623
       
 
Abstain:
 
24,161
       

There were no broker non-votes on the proposal to ratify the appointment of auditors.

Section 9 –Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits:

Exhibit 3.1       Amended and Restated Bylaws







 
 

 

                                                         
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.


   
TECHE HOLDING COMPANY
     
 
 
/s/ J. L. Chauvin
Date:  March 1, 2011
 
By:
J. L. Chauvin
Senior Vice President, Treasurer
and Chief Financial Officer