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 26, 2011
 
 


BRITTON & KOONTZ CAPITAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)


Mississippi
0-22606
64-0665423
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
 
Identification No.)


500 Main Street, Natchez, Mississippi  39120
(Address of Principal Executive Offices) (Zip Code)


(601) 445-5576
Registrant’s Telephone Number, Including Area Code:


Check the appropriate box below if the 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 (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))



 
 

 
 

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

On April 26, 2011, Britton & Koontz Capital Corporation (the “Company”) held its 2011 Annual Meeting of Shareholders. In addition to the election of two Class III directors, shareholders were asked to ratify the appointment of Hannis T. Bourgeois, LLP as the Company’s independent registered public accountant for 2011.

With respect to the election of two Class III directors, each nominee for election received the number of votes set forth opposite his name in the table below.
 
 
 
 
 
Nominee
 
Number of Votes
Cast “FOR” Nominee
   
Number of
Votes Withheld
   
Number of
Non-Votes
 
George R. Kurz
    888,248       122,076       1,125,142  
W. Page Ogden
    761,209       249,115       1,125,142  
 
 
In addition to the directors noted above who were elected at the Annual Meeting, the following directors continued in office after the Annual Meeting: Robert R. Punches, Gordon S. LeBlanc, W.W. Allen, Jr., Craig A. Bradford, D.M.D, and Vinod K. Thukral, Ph.D.

The proposal to ratify the Company’s appointment of Hannis T. Bourgeois, LLP as the Company’s independent registered public accountant for 2011 required the approval of at least a majority of the votes cast at the Annual Meeting.  The proposal received the votes set forth below, and thus the Company’s shareholders ratified the appointment of Hannis T. Bourgeois, LLP as the Company’s independent registered public accountant for 2011.
 
   
Number of
Votes Cast
   
Percentage of Total
Outstanding Shares
 
For
    1,582,740       74.12 %
Against
    2,767       0.13 %
Abstain
    12,451       0.58 %
Not Voted
    537,508       25.17 %
 
 
 

 
 

 

 

 
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 thereto duly authorized.


BRITTON & KOONTZ CAPITAL CORPORATION



April 27, 2011                                                         /s/ W. Page Ogden
W. Page Ogden
President and Chief Executive Officer