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 27, 2011

 

 

Florida Bank Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 000-53813

 

Florida   20-8732828

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

201 N. Franklin Street

Suite 2800

Tampa, FL 33602

(Address of principal executive offices, including zip code)

(813) 367-5270

(Registrant’s telephone number, including area code)

(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 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 28, 2011, the appointment of Mr. Gary J. Ward as Chief Administrative Officer (“CAO”) and Executive Vice President of Florida Bank Group, Inc. (the “Company”) and his appointment as a member of the Board of Directors of Florida Bank, a wholly-owned subsidiary of the Company, became effective. As CAO, Mr. Ward will oversee Human Resources, Marketing, Business Planning and Internal Management Reporting, and will report directly to the Chief Executive Officer of the Company.

Mr. Ward, 52, joined the Company in January 2010. Prior to joining the Company, he served as Executive Vice President, Branch Expansion and Marketing Director at Regions Bank in Tampa, Florida from 2006 to 2009. Mr. Ward worked for AmSouth Bank in Tampa from 2002 until its merger with Regions Bank in 2006 as Executive Vice President and State Financial Manager. Mr. Ward came to Florida in 1997 as Chief Financial Officer of INVEST Financial Corp., a national distributor of brokerage services, also serving as CAO until they were acquired by National Planning Holdings (NPH), a broker dealer holding company headquartered in Santa Monica, California. He served as Chief Financial Officer of NPH in 2001. Mr. Ward’s career began with First American National Bank headquartered in Nashville, Tennessee serving in a variety of financial, strategic planning, retail services and marketing roles. He received his B.S. in Accounting with honors from the University of Tennessee in Knoxville.

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

At the 2011 Annual Meeting held on April 27, 2011, the Company’s shareholders voted on the following:

(1) Election of the below-named nominees to the Board of Directors of the Company:

 

     Number of Votes  

Nominee

   FOR      Withheld  

N. Troy Fowler

     8,426,457         964,305   

Thomas E. Gibbs

     8,597,504         793,258   

Paul Johan

     8,597,504         793,258   

Lewis S. Lee, Jr.

     8,597,504         793,258   

D. Scott Luttrell

     8,597,504         793,258   

Susan Martinez

     8,597,504         793,258   

Lisa Smithson

     8,597,504         793,258   

Charles Tomm

     8,597,504         793,258   

Robert Rothman

     8,583,580         807,182   

Nominees were elected, with an average of 91% of shares voted cast for approval.

(2) Approval of an increase in the Company’s authorized shares of common stock from 50,000,000 to 250,000,000 shares.

 

Number of Votes
FOR

     Number of Votes
Against
     Abstentions      Broker Non-Votes  
  8,421,300         963,462         6,000         —     

Matter approved by shareholders with 90% of shares voted cast in favor of the proposal.

(3) Approval of an advisory (non-binding) proposal on executive compensation.

 

Number of Votes
FOR

     Number of Votes
Against
     Abstentions      Broker Non-Votes  
  8,570,770         806,427         13,565         —     

Matter approved by shareholders with 91% of shares voted cast in favor of the proposal.


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.

 

    Florida Bank Group, Inc.
Date: May 3, 2011   By:  

/s/ John Garthwaite

    John Garthwaite
    Chief Financial Officer