UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 2, 2011
(Date of Report/Date of earliest event reported)
(Date of Report/Date of earliest event reported)
BANK MUTUAL CORPORATION
(Exact name of registrant as specified in its charter)
| WISCONSIN (State or other jurisdiction of incorporation) |
000-31207 (Commission File Number) |
39-2004336 (IRS Employer Identification No.) |
4949 West Brown Deer Road
Milwaukee, Wisconsin 53223
(Address and zip code of principal executive offices)
Milwaukee, Wisconsin 53223
(Address and zip code of principal executive offices)
(414) 354-1500
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(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 5.07. | Submission of Matters to a Vote of Security Holders. |
Bank Mutual Corporation (the “Company”) held its 2011 Annual Meeting of Shareholders on May 2,
2011. The shareholders (i) elected four members of the Company’s Board of Directors to serve until
the Annual Meeting in the year 2014; (ii) ratified the Audit Committee’s selection of Deloitte &
Touche LLP as the Company’s independent auditors for 2011; (iii) approved, in an advisory vote, the
compensation of the Company’s named executive officers; and (iv) voted, in an advisory vote, as set
forth below as to the frequency of future advisory votes on executive compensation. There were
45,779,443 outstanding shares eligible to vote as of March 1, 2011, the record date for the 2011
Annual Meeting.
The directors elected to the Company’s Board for terms expiring at the Annual Meeting in the year
2014, as well as the number of votes cast for, votes withheld and broker non-votes with respect to
each of these individuals, are set forth below*:
| Director | Votes For* | Votes Withheld | Broker Non-Votes | |||
David A. Baumgarten |
31,931,618 | 1,604,375 | 5,551,474 | |||
David C. Boerke |
31,911,566 | 1,624,427 | 5,551,474 | |||
Thomas J. Lopina, Sr. |
31,653,084 | 1,882,909 | 5,551,474 | |||
Robert B. Olson |
31,850,965 | 1,685,028 | 5,551,474 |
The terms of office for the following directors continue until the Annual Meeting in the year set
forth below:
| Director | Term | Director | Term | |||
Richard A. Brown |
2013 | Thomas H. Buestrin | 2012 | |||
Mark C. Herr |
2013 | Michael T. Crowley, Jr. | 2012 | |||
J. Gus Swoboda |
2013 | William J. Mielke | 2012 |
The proposal to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s
independent auditors for 2011 received the following votes:
Votes for approval: |
38,132,620 | |||
Votes against: |
608,573 | |||
Abstentions: |
346,273 |
The advisory proposal to approve the compensation of the Company’s named executive officers, as
disclosed in “Compensation Discussion and Analysis” and “Executive Compensation Information” in the
Proxy Statement, received the following votes:
Votes for approval: |
30,189,146 | |||
Votes against: |
2,508,265 | |||
Abstentions: |
838,580 | |||
Broker Non-Votes: |
5,551,476 |
| *Total votes cast for each nominee or matter, or broker non-votes, may vary due to the rounding of fractional share interests. |
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The advisory vote on the frequency of future advisory votes on executive compensation received the
following votes:
1 Year: |
17,188,667 | |||
2 Years: |
1,581,896 | |||
3 Years: |
13,291,089 | |||
Broker Non-votes: |
5,551,478 |
The Company’s Board considered the results of the advisory vote on the frequency of future advisory
votes on executive compensation and determined that it would hold future votes annually until the
next shareholder vote on the frequency of these votes.
* * * * *
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 hereunto duly authorized.
| Date: May 3, 2011 | BANK MUTUAL CORPORATION (Registrant) |
|||
| By: | /s/ Michael W. Dosland | |||
| Michael W. Dosland | ||||
| Senior Vice President and Chief Financial Officer | ||||
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