SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2011
TOWER BANCORP, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
Registrants telephone number, including area code (717) 231-2700
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):
On May 24, 2011, the Employee Development Committee of the Board of Directors of Tower Bancorp, Inc. (Tower) approved cash awards for certain employees, including Towers executive officers, to recognize exceptional individual performance in connection with the successful merger integration and systems conversion relating to Towers acquisition of First Chester County Corporation.
The awards to the named executive officers, which were also approved by Towers board of directors, are as follows.
The 2011 annual meeting of the shareholders of Tower Bancorp, Inc. was held on May 24, 2011. Notice of the meeting was mailed to shareholders of record on or about April 11, 2011 together with proxy solicitation materials prepared in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder. As of the record date there were a total of 11,983,576 shares of common stock outstanding and entitled to vote at the annual meeting. The following proposals were voted on at the annual meeting:
Proposal 1 Election of Directors
There was no solicitation in opposition to the nominees of the Board of Directors for election to the Board of Directors and all such nominees were elected. The number of votes cast for or withheld, as well as the number of abstentions and broker nonvotes, for each of the nominees for election to the Board of Directors, was as follows:
Proposal 2 Advisory Vote Regarding Executive Compensation
The proposal to approve the compensation of Towers named executive officers was approved by the required affirmative vote of a majority of the shares of common stock present at the meeting, in person or by proxy. The number of votes cast for and against, as well as the number of abstentions and broker nonvotes on this proposal, was as follows:
Proposal 3 Advisory Vote on the Frequency of Future Advisory Votes Regarding Executive Compensation
An annual advisory vote on executive compensation was approved by a plurality of the votes cast. The number of votes cast for each of the frequency options, as well as the number of abstentions and broker nonvotes on this proposal, was as follows
Proposal 4 Approval and Adoption of Amendment to Articles of Incorporation
The proposed amendment to Towers Amended and Restated Articles of Incorporation to limit the transactions requiring approval of Towers shareholders by a supermajority vote was approved by the affirmative vote of more than 66-2/3% of the outstanding shares of Towers common stock. The number of votes cast for and against this proposal, as well as the number of abstentions on this proposal, was as follows:
Proposal 5 Ratification of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of KPMG LLP as Towers independent registered public accounting firm for the year ended December 31, 2011 was approved by a majority of the votes cast on the matter. The number of votes cast for and against, as well as the number of abstentions on this proposal, was as follows:
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 thereunto duly authorized.