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 25, 2011
CASCADE BANCORP
(Exact name of registrant as specified in its charter)
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Oregon
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0-23322 |
93-1034484
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(State or other jurisdiction of
incorporation)
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(Commission File Number) | (IRS Employer Identification No.) |
1100 NW Wall Street
Bend, Oregon 97701
(Address of principal executive offices)
(Zip Code)
(541) 385-6205
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K file is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On April 25, 2011, Cascade Bancorp (the “Company”) held its 2010 Annual Meeting of Shareholders. Five proposals were submitted to and approved by the Company’s shareholders. The holders of 44,123,715 shares of common stock, 93.76% of the outstanding shares entitled to vote as of the record date, which constituted a quorum, were represented at the meeting in person or by proxy. The proposals are described in detail in the Company’s Proxy Statement that was filed with the Securities and Exchange Commission on March 15, 2011. The final results were as follows:
Proposal 1. The election of 10 directors to the Board of Directors:
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% of
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% of
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shares
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shares
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# of Votes
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present
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# of Votes
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present
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Jerol E. Andres
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42,783,219 | 99.84 | % | 72,903 | 0.16 | % | ||||||||||
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Henry H. Hewitt
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42,842,782 | 99.97 | % | 13,340 | 0.03 | % | ||||||||||
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Gary L. Hoffman
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42,781,756 | 99.83 | % | 74,366 | 0.17 | % | ||||||||||
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Judith A. Johansen
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42,804,700 | 99.88 | % | 51,422 | 0.12 | % | ||||||||||
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Patricia L. Moss
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42,823,192 | 99.93 | % | 32,930 | 0.07 | % | ||||||||||
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Ryan R. Patrick
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42,786,377 | 99.84 | % | 69,745 | 0.16 | % | ||||||||||
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Thomas M. Wells
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42,839,681 | 99.96 | % | 16,441 | 0.04 | % | ||||||||||
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Chris Casciato
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42,843,523 | 99.97 | % | 12,599 | 0.03 | % | ||||||||||
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Michael Connolly
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42,844,168 | 99.97 | % | 11,954 | 0.03 | % | ||||||||||
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James B. Lockhart III
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42,843,242 | 99.97 | % | 12,880 | 0.03 | % | ||||||||||
Proposal 2. To approve an amendment to the 2008 Performance Incentive Plan (the “Plan”) increasing the number of shares of stock reserved for issuance under the Plan from 1,000,000 to 6,000,000:
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For
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Against
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Abstain
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Broker Non-Vote
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42,731,842
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111,764
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12,516
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1,267,593
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Proposal 3. To ratify the appointment of Delap LLP as the Company’s independent auditors for 2011:
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For
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Against
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Abstain
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Broker Non-Vote
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44,057,032
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65,048
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1,635
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-
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Proposal 4. To approve, on an advisory basis, the Company’s executive compensation:
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For
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Against
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Abstain
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Broker Non-Vote
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42,805,253
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45,733
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5,136
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1,267,593
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Proposal 5. Advisory vote on whether the advisory vote on executive compensation should be held every one, two or three years:
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1 Year
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2 Years
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3 Years
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Abstain
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42,160,827
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18,560
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656,029
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20,706
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SIGNATURE
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.
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CASCADE BANCORP
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By:
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/s/ Gregory D. Newton | |
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Gregory D. Newton
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Executive Vice President &
Chief Financial Officer
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Date: May 3, 2011