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 19, 2011 (May 18, 2011)
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BANCORP RHODE ISLAND, INC.
(Exact name of registrant as specified in its charter)
______________
Rhode Island
(State or other jurisdiction of incorporation)
333-33182 05-0509802
(Commission File Number) (IRS Employer Identification Number)
One Turks Head Place, Providence, Rhode Island 02903
(Address of principal executive offices)
(401) 456-5000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 18, 2011, Bancorp Rhode Island, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”) in Providence, Rhode Island. Of the 4,688,242 shares of the Company’s common stock outstanding as of the record date, 4,492,619 shares were present or represented by proxy at the Meeting. At the Meeting, the shareholders voted to (i) elect four Class III directors to serve until 2014, (ii) approve adoption of the Company’s Amended and Restated Non-Employee Directors Stock Plan, (iii) approve adoption of the Company’s 2011 Omnibus Equity Incentive Plan; (iv) approve an advisory (non-binding) proposal on the Company’s executive compensation, (v) approve an advisory (non-binding) proposal on the frequency of submission of the vote regarding the Company’s executive compensation and (vi) ratify the appointment of KPMG LLP as independent auditors for the Company. The voting results from the Meeting were as follows:
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For
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Against
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Broker Non-Vote
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PROPOSAL 1—To elect four Class III Directors with terms expiring in 2014
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Malcolm G. Chace
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3,099,625 | 894,386 | 498,608 | |||||||||
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Ernest J. Chornyei
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3,826,892 | 167,119 | 498,608 | |||||||||
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Edward J. Mack
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3,918,984 | 75,027 | 498,608 | |||||||||
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Merrill W. Sherman
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3,837,892 | 156,119 | 498,608 | |||||||||
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For
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Against
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Abstain
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Broker Non-Vote
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PROPOSAL 2— To consider and approve adoption of the Company’s Amended and Restated Non-Employee Directors Stock Plan
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2,989,542 | 1,002,028 | 2,441 | 498,608 | ||||||||||||
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For
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Against
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Abstain
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Broker Non-Vote
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PROPOSAL 3— To consider and approve adoption of the Company’s 2011 Omnibus Equity Incentive Plan
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3,517,481 | 473,830 | 2,700 | 498,608 | ||||||||||||
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For
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Against
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Abstain
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Broker Non-Vote
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PROPOSAL 4— To consider and approve an advisory (non-binding) proposal on the Company’s executive compensation
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3,055,270 | 854,239 | 84,502 | 498,608 |
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Three Years
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Two Years
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One Year
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Abstain
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Broker Non-Vote
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PROPOSAL 5— To consider and approve an advisory (non-binding) proposal on the frequency of submission of the vote regarding the Company’s executive compensation
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2,130,141 | 288,339 | 1,573,503 | 2,028 | 498,608 | |||||||||||||||
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For
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Against
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Abstain
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PROPOSAL 6— To ratify the appointment of KPMG LLP as independent auditors for the Company
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4,277,544 | 205,487 | 9,588 | |||||||||
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit
Exhibit no. Exhibit
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BANCORP RHODE ISLAND, INC. | |||
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Date May 19, 2011
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By:
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/s/ Linda H. Simmons | |
| Linda H. Simmons | |||
| Chief Financial Officer | |||