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): May 10, 2011 (May 6, 2011)

 

 

SUSQUEHANNA BANCSHARES, INC.

(Exact Name of Registrant Specified in Charter)

 

 

 

Pennsylvania   001-33872   23-2201716

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

26 North Cedar Street, Lititz, Pennsylvania   17543
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (717) 626-4721

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 (see General Instruction A.2. below):

 

¨ 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 May 6, 2011, the Company held its annual meeting of shareholders. Matters voted on by shareholders included (1) the election of 16 nominees to the Company’s board of directors for a one year term; (2) adoption of an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock to 400,000,000 shares; (3) approval and adoption of the 2011 Susquehanna Bancshares, Inc. Employee Stock Purchase Plan; (4) approval of the Susquehanna Bancshares, Inc. Short-Term Incentive Plan; (5) approval, in an advisory vote, of the Company’s executive compensation; (6) approval, in an advisory vote, of the frequency of future advisory votes on the Company’s executive compensation; (7) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011; (8) approval and adoption of the agreement and plan of merger entered into by Abington Bancorp, Inc. and the Company, dated January 26, 2011; and (9) approval of the adjournment of the annual meeting if necessary to solicit additional proxies in favor of the approval and adoption of the merger agreement. The results of the shareholders’ votes are reported below:

1. With respect to the election of directors, the following directors were elected by the indicated votes:

 

Name

   Votes For    Votes Withheld    Broker Non-Votes

Anthony J. Agnone, Sr.

   93,725,949    12,004,687    11,452,632

Wayne E. Alter, Jr.

   93,596,704    12,133,932    11,452,632

Peter DeSoto

   103,301,499    2,429,137    11,452,632

Eddie L. Dunklebarger

   103,299,062    2,431,574    11,452,632

Henry R. Gibbel

   103,869,655    1,860,981    11,452,632

Bruce A. Hepburn

   93,721,095    12,009,541    11,452,632

Donald L. Hoffman

   103,366,953    2,363,683    11,452,632

Sara G. Kirkland

   103,591,589    2,139,047    11,452,632

Guy W. Miller, Jr.

   102,852,108    2,878,528    11,452,632

Michael A. Morello

   93,825,840    11,904,796    11,452,632

Scott J. Newkam

   103,318,708    2,411,928    11,452,632

E. Susan Piersol

   103,185,251    2,545,385    11,452,632

William J. Reuter

   101,820,194    3,910,442    11,452,632

Christine Sears

   103,313,001    2,417,635    11,452,632

James A. Ulsh

   100,285,377    5,445,259    11,452,632

Roger V. Wiest, Sr.

   102,649,151    3,081,485    11,452,632

2. With respect to the adoption of an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock to 400,000,000 shares, the votes were as follows:

 

For    Against    Abstain
98,115,673    18,274,094    793,501


3. With respect to the approval and adoption of the 2011 Susquehanna Bancshares, Inc. Employee Stock Purchase Plan, the votes were as follows:

 

For    Against    Abstain    Broker Non-Vote
101,064,127    3,649,728    1,016,781    11,452,632

4. With respect to the approval of the Susquehanna Bancshares, Inc. Short-Term Incentive Plan, the votes were as follows:

 

For    Against    Abstain    Broker Non-Vote
98,600,444    6,099,151    1,031,041    11,452,632

5. With respect to the approval, in an advisory vote, of the Company’s executive compensation, the votes were as follows:

 

For    Against    Abstain    Broker Non-Vote
68,114,533    36,228,338    1,387,765    11,452,632

6. With respect to the approval, in an advisory vote, of the frequency of future advisory votes on the Company’s executive compensation, the votes were as follows:

 

1 Year    2 Years    3 Years    Abstentions    Broker Non-Vote
89,517,775    1,411,339    13,125,990    1,675,532    11,452,632

In light of the preference of the Company’s shareholders to have an annual advisory vote on the Company’s executive compensation, and because the Company’s board of directors recognizes the importance of receiving input from shareholders, at its meeting on May 6, 2011, the Company’s board of directors approved including in the proxy materials for future annual meetings an annual advisory vote on the Company’s executive compensation.

7. With respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, the votes were as follows:

 

For    Against    Abstain
115,443,312    1,347,818    392,138

8. With respect to the approval and adoption of the agreement and plan of merger entered into by Abington Bancorp, Inc. and the Company, dated January 26, 2011, the votes were as follows:

 

For    Against    Abstain    Broker Non-Vote
102,546,363    2,591,930    592,343    11,452,632


9. With respect to the approval of the adjournment of the Annual Meeting if necessary to solicit additional proxies in favor of the approval and adoption of the merger agreement, the votes were as follows:

 

For    Against    Abstain
99,301,121    17,156,880    725,267


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.

 

SUSQUEHANNA BANCSHARES, INC.
(Registrant)
By:  

/s/ Lisa M. Cavage

  Lisa M. Cavage
  Senior Vice President, General Counsel and Secretary

Dated: May 10, 2011