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) |
Registrants 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 Companys board of directors for a one year term; (2) adoption of an amendment to the Companys 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 Companys executive compensation; (6) approval, in an advisory vote, of the frequency of future advisory votes on the Companys executive compensation; (7) ratification of the appointment of PricewaterhouseCoopers LLP as the Companys 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 Companys 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 Companys 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 Companys 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 Companys shareholders to have an annual advisory vote on the Companys executive compensation, and because the Companys board of directors recognizes the importance of receiving input from shareholders, at its meeting on May 6, 2011, the Companys board of directors approved including in the proxy materials for future annual meetings an annual advisory vote on the Companys executive compensation.
7. With respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the Companys 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