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): June 9, 2011
Independence Bancshares, Inc.
(Exact name of registrant
as specified in its charter)
South Carolina |
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333-121485 |
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20-1734180 |
(State or other |
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(Commission |
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(I.R.S. Employer |
jurisdiction of |
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File Number) |
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Identification No.) |
incorporation) |
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500 East Washington Street, Greenville, South Carolina, 29601
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (864) 672-1776
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 (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))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
See Item 5.02 for a description of the termination of Ms. Katie N. Tuttles employment agreement.
ITEM 5.02 RESIGNATION OF AN EXECUTIVE OFFICER
On June 9, 2011, Ms. Katie N. Tuttle, Executive Vice President, Chief Financial Officer of Independence Bancshares, Inc. (the Company), and its subsidiary bank, Independence National Bank (the Bank), announced to the Board of Directors her intention to resign from her position as Chief Financial Officer, effective on or around July 15, 2011. Ms. Tuttle plans to transition from the financial services industry into non-profit work. As part of her resignation, Ms. Tuttle indicated that her decision is not a result of any disagreements with the Company over matters relating to the Companys operations, accounting policies and financial report, or other practices. Ms. Tuttle has been a valued member of the executive management team and has served the Company and the Bank faithfully and professionally over the last five years. We wish her the best in her future plans.
Ms. Tuttles employment agreement will be terminated as of the effective date of her resignation. Pursuant to the terms of her employment agreement, Ms. Tuttle is entitled to compensation earned through the effective date of her resignation. The agreement was dated May 4, 2009, and filed with the SEC as Exhibit 10.1 to the Companys Form 10-Q for the period ended March 31, 2009.
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2011 Annual Meeting of Shareholders of Independence Bancshares, Inc. (the Company) was held on June 9, 2011 at The Poinsett Club, 807 East Washington Street, Greenville, South Carolina. On the record date, the Company had 2,085,010 shares of common stock outstanding, of which 1,565,675 shares of common stock, or 75.1%, were represented at the meeting. As part of the Annual Meeting, the shareholders of the Company (i) elected the Board of Directors, (ii) ratified the appointment of Elliott Davis, LLC as the Companys independent registered public accountants, and (iii) approved an amendment to Article Three of the Companys Articles of Incorporation to increase the number of authorized shares of common stock from 10 million shares to 100 million shares. The voting results for each proposal are as follows:
1. To elect the Board of Directors:
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For |
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Withheld |
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Broker |
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Robert M. Austell |
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1,385,224 |
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7,800 |
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172,651 |
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John W. Burnett, Sr. |
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1,365,224 |
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27,800 |
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172,651 |
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Billy J. Coleman |
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1,355,224 |
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37,800 |
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172,651 |
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Jose De Ocampo |
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1,354,224 |
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38,800 |
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172,651 |
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H. Neel Hipp, Jr. |
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1,385,224 |
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7,800 |
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172,651 |
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James D. King |
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1,383,224 |
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9,800 |
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172,651 |
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William R. Mathis |
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1,385,224 |
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7,800 |
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172,651 |
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A. Alexander McLean, III |
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1,365,224 |
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27,800 |
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172,651 |
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Lawrence R. Miller |
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1,379,924 |
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13,100 |
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172,651 |
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Sudhirkumar C. Patel |
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1,365,224 |
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27,800 |
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172,651 |
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Hasmukh P. Rama |
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1,365,224 |
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27,800 |
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172,651 |
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Donald H. Rex, Jr. |
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1,385,224 |
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7,800 |
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172,651 |
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Charles D. Walters |
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1,385,224 |
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7,800 |
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172,651 |
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Roger W. Walters |
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1,355,224 |
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37,800 |
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172,651 |
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Vivian A. Wong |
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1,365,224 |
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27,800 |
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172,651 |
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2. To ratify the appointment of Elliott Davis, LLC as the Companys independent registered public accountants:
For |
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Against |
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Abstain |
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1,558,675 |
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7,000 |
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0 |
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3. To approve an amendment to Article Three of the Companys Articles of Incorporation to increase the number of authorized shares of common stock from 10 million shares to 100 million shares:
For |
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Against |
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Abstain |
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Broker |
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1,490,062 |
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43,700 |
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31,913 |
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0 |
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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.
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INDEPENDENCE BANCSHARES, INC. | |
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By: |
/s/ Lawrence R. Miller |
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Name: |
Lawrence R. Miller |
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Title: |
Chief Executive Officer |
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Dated: |
June 13, 2011 |
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