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EX-99.1 - PRESS RELEASE - Bank of the Carolinas CORPdex991.htm

 

 

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 23, 2011

 

 

BANK OF THE CAROLINAS CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

NORTH CAROLINA   000-52195   20-4989192

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification number)

135 BOXWOOD VILLAGE DRIVE, MOCKSVILLE, NORTH CAROLINA   27028
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (336) 751-5755

 

 

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:

 

¨  

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

 

¨  

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

 

¨  

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

 

¨  

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

 

 

 


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

Bank of the Carolinas Corporation (the “Company”) held its annual meeting of shareholders on June 23, 2011. At the meeting, the shareholders elected all of the directors nominated by the board of directors, ratified a resolution endorsing and approving compensation paid or provided to the Company’s executive officers and the Company’s executive compensation policies and practices, and ratified the appointment of Turlington and Company, L.L.P., as the Company’s independent accountants for 2011, as follows:

Election of Directors

 

Director

  

For

  

Withheld

  

Broker Non-Votes

Jerry W. Anderson

   1,712,418    390,251    936,240

Alan M. Bailey

   1,712,863    389,806    936,240

William A. Burnette

   1,798,865    303,804    936,240

John A. Drye

   1,710,663    392,006    936,240

John W. Googe

   1,712,350    390,319    936,240

Henry H. Land

   1,713,063    389,606    936,240

Steven G. Laymon

   1,817,205    285,464    936,240

Grady L. McClamrock, Jr.

   1,712,619    390,050    936,240

Lynne Scott Safrit

   1,713,063    389,606    936,240

Francis W. Slate

   1,712,687    389,982    936,240

Stephen R. Talbert

   1,712,618    390,051    936,240

Advisory Vote on Executive Compensation

 

For

  

Against

  

Abstain

  

Broker Non-Votes

1,658,895

   370,957    72,816    936,241

Ratification of Independent Accountants

 

For

  

Against

  

Abstain

  

Broker Non-Votes

2,706,144

   282,948    49,817    0

 

Item 8.01 Other Events.

On June 24, 2011, the Company issued a press release announcing that it has retained The Hutchison Company, Durham, North Carolina, to assist the Company with certain investment banking matters, including its current and prospective strategic alternatives. A copy of the press release is attached as exhibit 99.1 and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit
No.

  

Description of Exhibit

99.1    Press release, dated June 24, 2011, regarding The Hutchison Company

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future plans and expectations, and are thus prospective. Such forward-looking statements include but are not limited to (1) statements regarding potential future economic recovery, (2) statements with respect to our plans, objectives, expectations, intentions and other statements that are not historical facts, and (3) other statements identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and “projects,” as well as similar expressions. Such statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, the Company can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by the Company or any person that the future events, plans or expectations contemplated by the Company will be achieved.

All subsequent written and oral forward-looking statements concerning the Company or any person acting on its behalf is expressly qualified in its entirety by the cautionary statements above. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.


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.

 

BANK OF THE CAROLINAS CORPORATION
By:  

/s/ Eric E. Rhodes

  Eric E. Rhodes
  Chief Financial Officer

Dated: June 28, 2011


EXHIBIT INDEX

 

Exhibit
No.

  

Description of Exhibit

99.1    Press release, dated June 24, 2011, regarding The Hutchison Company