UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2011
Washington Banking
Company
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation)
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000-24503 (Commission File Number) |
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91-1725825 |
450 SW Bayshore Drive
Oak Harbor, WA 98277
(Address of principal executive offices) (Zip Code)
(360) 679-3121
(Registrant’s telephone number, including area code)
No Change
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On May 19, 2011, Washington Banking Company held its annual meeting of shareholders.
(b) At the annual meeting, shareholders approved each of the following matters, with the votes on each matter as set forth below:
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MATTER |
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VOTES |
VOTES |
ABSTAIN |
BROKER |
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Amendment to Articles of Incorporation to declassify board of directors |
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13,486,543 |
193,731 |
18,874 |
- |
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Advisory vote on executive compensation. |
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11,839,916 |
172,277 |
89,545 |
1,597,410 |
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Ratification of auditor appointment. |
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13,520,849 |
155,758 |
22,541 |
- |
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MATTER |
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ANNUAL |
EVERY |
EVERY |
ABSTAIN |
BROKER |
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Advisory vote on frequency of execution compensation vote |
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10,865,145 |
200,944 |
801,849 |
233,800 |
1,597,410 |
The following directors, who constituted the nominees standing for election at the annual meeting, were elected at the meeting by the votes indicated:
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DIRECTOR |
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VOTES FOR |
VOTES WITHHELD |
BROKER NON-VOTES |
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Jay T. Lien
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11,804,607 |
297,131 |
1,597,410 |
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Gragg E. Miller
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11,854,635 |
247,103 |
1,597,410 |
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Anthony B. Pickering
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11,824,128 |
277,610 |
1,597,410 |
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Robert T. Severns
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11,901,968 |
199,770 |
1,597,410 |
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John L. Wagner
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11,815,914 |
285,824 |
1,597,410 |
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Edward J. Wallgren |
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11,634,401 |
467,337 |
1,597,410 |
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.
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WASHINGTON BANKING COMPANY
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Dated: May 23, 2011 |
By: /s/ Richard Shields |