Date of Report (Date of earliest event reported): May 12, 2011
GREEN BANKSHARES, INC.
Registrants telephone number, including area code: (423) 639-5111
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)
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2011 annual meeting of shareholders (the Annual Meeting) of Green Bankshares, Inc., a Tennessee corporation (the Company), was held on May 12, 2011. At the Annual Meeting, Bruce Campbell, Samuel E. Lynch and John Tolsma were elected as directors to hold office for a term of one year and until their successors are duly elected and qualified. In addition, at the Annual Meeting, the shareholders approved an amendment to the Companys Amended and Restated Charter to declassify the Companys Board of Directors and provide for the annual election of directors; approved, on an advisory, non-binding basis, the compensation of the Companys named executive officers as disclosed in the definitive proxy statement delivered to the Companys shareholders in connection with the Annual Meeting and filed with the Securities and Exchange Commission on April 8, 2011 (the Proxy Statement); and ratified the appointment of Dixon Hughes PLLC as the Companys independent registered public accounting firm for 2011.
The final voting results of the approval of the charter amendment, the director elections, the advisory, non-binding approval of compensation for the Companys named executive officers, and the independent registered public accounting firm ratification proposal, which were described in more detail in the Proxy Statement, are set forth below.
1. The amendment to the Companys Amended and Restated Charter to declassify the Board of Directors and provide for the annual election of directors was approved by the following tabulation:
2. The nominees for election to the Board of Directors were elected based upon the following tabulation:
In addition to the foregoing directors, the remaining directors not up for re-election at the Annual Meeting continue to serve on the Board of Directors.
3. The advisory, non-binding vote on the compensation of the Companys named executive officers was approved by the following tabulation:
4. The ratification of the appointment of Dixon Hughes PLLC as the Companys independent registered public accounting firm for 2011 was approved by the following tabulation:
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.