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 20, 2011 (May 19, 2011)

 

TENNESSEE COMMERCE BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Tennessee

 

00051281

 

62-1815881

(State or other

jurisdiction of

incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

 

381 Mallory Station Road

Suite 207

Franklin, Tennessee

 

37067

(Address of principal executive

offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code  (615) 599-2274

 

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):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Section 5 — Corporate Governance and Management

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Shareholders (the “Annual Meeting”) of Tennessee Commerce Bancorp, Inc. (the “Company”) was held on May 19, 2011.  Matters submitted for shareholder vote at the Annual Meeting and the voting results thereof were as follows:

 

Proposal 1:  Election of Directors.  The shareholders of the Company elected each of the Class III director nominees nominated by the Company’s board of directors to serve until the 2014 annual meeting of shareholders, by the following vote:

 

Director

 

For

 

Withheld

 

Broker Non-Votes

 

Paul W. Dierksen

 

6,739,506

 

345,505

 

2,979,035

 

Dennis L. Grimaud

 

6,763,515

 

375,705

 

2,979,035

 

Michael R. Sapp

 

5,948,915

 

1,190,305

 

2,979,035

 

 

Proposal 2:  Ratification of Appointment of Independent Registered Public Accounting Firm.  The Company’s shareholders ratified the appointment of KraftCPAs PLLC as the Company’s independent registered public accounting firm for fiscal year 2011 by the following vote:

 

For

 

Against

 

Abstain

 

9,291,730

 

286,431

 

78,623

 

 

Proposal 3: Approval of a Non-Binding Advisory Resolution of the Compensation of the Named Executive Officers.  The Company’s shareholders approved, in an advisory non-binding resolution, the compensation of certain of the Company’s executive officers by the following vote:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

6,115,760

 

379,474

 

182,515

 

2,979,035

 

 

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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.

 

 

 

TENNESSEE COMMERCE BANCORP, INC.

 

 

 

 

 

 

 

By:

/s/ Frank Perez

 

 

Frank Perez

 

 

Chief Financial Officer

 

 

Date: May 20, 2011

 

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