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EX-99.1 - EX-99.1 - CARDINAL FINANCIAL CORPa11-10426_1ex99d1.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):  April 13, 2011

 


 

CARDINAL FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Virginia

(State or other jurisdiction

of incorporation)

 

0-24557

(Commission

File Number)

 

54-1874630

(I.R.S. Employer

Identification No.)

 

8270 Greensboro Drive, Suite 500

McLean, Virginia

(Address of principal executive offices)

 

22102

(Zip Code)

 

Registrant’s telephone number, including area code:  (703) 584-3400

 

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:

 

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))

 

 

 



 

Item 2.02

Results of Operations and Financial Condition.

 

On April 13, 2011, Cardinal Financial Corporation (“Cardinal”) issued a press release reporting its financial results for the period ended March 31, 2011.  A copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 2.02.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

Cardinal Financial Corporation (the “Company”) held its Annual Meeting of Shareholders on April 15, 2011 (the “Annual Meeting”).  At the Annual Meeting, the shareholders of the Company elected four directors to serve for three-year terms, approved the non-binding resolution to endorse the Company’s executive compensation program, approved an annual frequency for future advisory votes on the Company’s executive compensation program, approved the amendment to the Company’s 2002 Equity Compensation Plan and ratified the Company’s appointment of KPMG LLP as the Company’s independent auditors for 2011.  The voting results for each proposal are as follows:

 

1.               To elect four directors for a term of three years each, expiring at the 2014 annual meeting of shareholders:

 

 

 

For

 

Withhold

 

Broker
Non-Vote

 

William G. Buck

 

19,751,691

 

2,287,209

 

3,960,791

 

Sidney O. Dewberry

 

21,375,641

 

663,259

 

3,960,791

 

Alan G. Merten

 

10,246,012

 

11,792,888

 

3,960,791

 

William E. Peterson

 

18,098,356

 

3,940,544

 

3,960,791

 

 

2.               To approve the following advisory (non-binding) proposal:

 

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

 

For

 

Against

 

Abstain

 

Broker
Non-Vote

 

13,787,831

 

8,214,880

 

36,189

 

3,960,791

 

 

3.               To vote on an advisory (non-binding) recommendation on the frequency of shareholder approval of the Company’s executive compensation program:

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker
Non-Vote

 

20,006,086

 

157,045

 

1,850,577

 

25,192

 

3,960,791

 

 

In accordance with the voting results for this proposal, the Company’s Board of Directors has determined that future shareholder advisory votes on executive compensation will be held annually.

 

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4.               To approve an amendment to the Company’s 2002 Equity Compensation Plan:

 

For

 

Against

 

Abstain

 

Broker
Non-Vote

 

20,850,706

 

1,121,147

 

67,047

 

3,960,791

 

 

5.               To ratify the appointment of KPMG LLP as the Company’s independent auditors for 2011:

 

For

 

Against

 

Abstain

 

Broker
Non-Vote

 

25,793,195

 

168,111

 

38,385

 

 

 

Item 8.01

Other Events.

 

On April 15, 2011, Cardinal’s Board of Directors declared a cash dividend of $0.03 for each share of its common stock outstanding. The dividend is payable on May 16, 2011 to shareholders of record on May 2, 2011. Based on the current number of shares outstanding, the aggregate payment will be approximately $868,000.

 

Item 9.01

Financial Statements and Exhibits.

 

 

 

 

(d)

Exhibits.

 

 

 

 

 

 

 

Exhibit No.

 

Description

 

 

 

 

 

99.1

 

Press Release dated April 13, 2011.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

CARDINAL FINANCIAL CORPORATION

 

 

(Registrant)

 

 

 

 

 

 

Date: April 18, 2011

By:

/s/ Mark A. Wendel

 

 

Mark A. Wendel

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

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Exhibit Index

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated April 18, 2011.

 

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