Attached files
| file | filename |
|---|---|
| EX-3.1 - Your Community Bankshares, Inc. | v223807_ex3-1.htm |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 17, 2011
(Exact Name of Registrant as Specified in Charter)
| Indiana | 0-25766 | 35-1938254 |
| (State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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101 West Spring Street, New Albany, Indiana 47150
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code (812) 944-2224
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:
| 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)) |
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Pursuant to the authority granted to the Board of the Corporation by the Bylaws, the Board amended the Bylaws of the Corporation at its meeting on May 17, 2011, as follows:
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Article II was amended to delete in its entirety Section 2.3, which dealt with organization of stockholder meetings, and replacing the previous text with a new Section 2.3 which allows the Board of the Corporation to designate a Chairman of each meeting of the Stockholders.
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The foregoing description of the above amendment to the Bylaws do not purport to be complete and is qualified in its entirety by reference to the Amendment to Bylaws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Community Bank Shares of Indiana, Inc.’s Annual Meeting of Stockholders was held on May 17, 2011. At the meeting:
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1.
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Three persons were elected to serve three year terms as directors of Community Bank Shares of Indiana, Inc.;
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2.
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Appointment of Crowe Horwath LLP to serve as the independent registered public accounting firm of Community Bank Shares of Indiana, Inc. for 2011 was ratified; and
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3.
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A proposal to approve Community Bank Shares of Indiana, Inc.’s overall executive compensation program and procedures, as described in the Corporation’s proxy statement, was approved.
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Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions, and the number of broker non-votes.
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FOR
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AGAINST
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WITHHELD
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ABSTAINED
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BROKER NON-VOTES
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| 1. |
Election of directors:
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NOMINEE
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George M. Ballard
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1,849,299 | 52,294 | 748,777 | ||||||||||||||||||
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Norman E. “Ned” Pfau, Jr.
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1,858,375 | 43,218 | 748,777 | ||||||||||||||||||
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James D. Rickard
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1,861,843 | 39,750 | 748,777 | ||||||||||||||||||
| 2. |
Ratification of appointment of Independent Registered Public Accounting Firm.
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2,632,635 | 13,299 | 4,436 | |||||||||||||||||
| 3. |
Proposal to approve Community Bank Shares of Indiana, Inc.’s overall executive compensation programs and procedures.
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1,690,351 | 73,222 | 138,019 | 748,778 | ||||||||||||||||
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Number | Description of Exhibits |
| 3.1 | Amendment to Bylaws dated May 17, 2011 |
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.
COMMUNITY BANK SHARES OF INDIANA, INC.
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Date: May 23, 2011
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By:
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/s/ James D. Rickard | |
| Name: James D. Rickard | |||
| Title: President and CEO | |||
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Date: May 23, 2011
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By:
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/s/ Paul A. Chrisco | |
| Name: Paul A. Chrisco | |||
| Title: Chief Financial Officer | |||