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 12, 2011 |
HUDSON VALLEY HOLDING CORP.
__________________________________________
(Exact name of registrant as specified in its charter)
| New York | 001-34453 | 13-3148745 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 21 Scarsdale Road, Yonkers, New York | 10707 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | (914) 961-6100 |
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:
[ ] 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
Hudson Valley Holding Corp. (the “Company”) held its Annual Meeting of Shareholders on May 12, 2011 at which meeting the shareholders (1) elected twelve directors, (2) approved on an advisory basis the compensation of our named executive officers, (3) voted on an advisory basis in favor of holding an annual advisory vote on the compensation of our named executive officers, and (4) ratified the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
The following proposals were submitted by the Board of Directors to a vote of shareholders and the final result of the voting on each proposal is noted below.
Proposal 1: Election of Directors
| Broker | ||||||||||||
| Directors | Votes For | Votes Withheld | Non-Votes | |||||||||
William E. Griffin |
12,420,494 | 1,302,409 | 1,971,648 | |||||||||
James J. Landy |
12,683,006 | 1,039,897 | 1,971,648 | |||||||||
Stephen R. Brown |
12,429,223 | 1,293,680 | 1,971,648 | |||||||||
John P. Cahill |
13,552,043 | 170,860 | 1,971,648 | |||||||||
Mary-Jane Foster |
13,557,609 | 165,294 | 1,971,648 | |||||||||
Gregory F. Holcombe |
13,542,854 | 180,049 | 1,971,648 | |||||||||
Adam W. Ifshin |
10,683,186 | 3,039,717 | 1,971,648 | |||||||||
Michael P. Maloney |
12,622,771 | 1,100,132 | 1,971,648 | |||||||||
Angelo R. Martinelli |
12,614,020 | 1,108,883 | 1,971,648 | |||||||||
John A. Pratt Jr. |
11,026,448 | 2,696,455 | 1,971,648 | |||||||||
Cecile D. Singer |
13,533,397 | 189,506 | 1,971,648 | |||||||||
Craig S. Thompson |
12,466,806 | 1,256,097 | 1,971,648 | |||||||||
Proposal 2: The non-binding advisory vote on executive compensation
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
13,308,738
|
152,005 | 262,159 | 1,971,649 | |||||||||
Proposal 3: The non-binding advisory vote on the frequency of future advisory votes on executive compensation
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||
12,254,285
|
170,157 | 925,852 | 372,609 | 1,971,648 | ||||||||||||
Based on these voting results, the Board of Directors has determined that the Company will hold an annual advisory vote on executive compensation until the next vote on the frequency of future advisory votes on executive compensation.
Proposal 4: The ratification of the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
15,430,182
|
227,378 | 36,991 | — | |||||||
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.
| HUDSON VALLEY HOLDING CORP. | ||||
| May 18, 2011 | By: |
Stephen R. Brown
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| Name: Stephen R. Brown | ||||
| Title: Senior Executive Vice President, CFO, Secretary & Treasurer | ||||