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
Oak Ridge Financial Services, Inc.
(Exact name of registrant as specified in its charter)
| North Carolina | 000-52640 | 20-8550086 | ||
| State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2211 Oak Ridge Road
P.O. Box 2
Oak Ridge, North Carolina 27310
(Address of principal executive offices)
Registrant’s telephone number, including area code: (336) 644-9944
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):
| ¨ | 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; APPOINTMENT OF PRINCIPAL OFFICERS.
(d)
On June 20, 2011, the Board of Directors of Oak Ridge Financial Services, Inc. (the “Company”), the parent company of Bank of Oak Ridge (the “Bank”) elected Dr. Neal Tennant to serve as a director of the Company and the Bank, effective July 1, 2011. Dr. Tennant is expected to be named to serve on the ALCO Committee of the Company and is expected to be named to serve on the Audit Committee of the Bank.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on June 9, 2011. A total of 1,368,898 shares, or 76.23 % of the eligible voting shares, were voted. The following proposals were voted on by the shareholders:
Proposal 1
To elect the following persons to serve as directors of the Company until the 2014 Annual Meeting of Shareholders or until their successors are duly elected and qualified:
| Name |
For | Abstain | Withheld | |||||||||
| Lynda J. Anderson |
805,276 | 0 | 7,023 | |||||||||
| Douglas G. Boike |
805,924 | 0 | 6,375 | |||||||||
| Billy R. Kanoy |
788,176 | 0 | 24,123 | |||||||||
| Stephen S. Neal |
803,133 | 0 | 9,166 | |||||||||
To elect the following person to serve as a director of the Company until the 2013 Annual Meeting of Shareholders or until his successor is duly elected and qualified:
| Name |
For | Abstain | Withheld | |||||||||
| Manuel L. Perkins |
799,174 | 0 | 13,125 | |||||||||
There were 556,599 broker non-votes for Proposal 1.
The five nominees for election as directors received the greatest number of votes and were each elected directors.
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Proposal 2
To vote on a non-binding advisory resolution for approval of the executive compensation disclosed in the Proxy Statement:
| For |
Against |
Abstain | ||
| 721,064 | 30,253 | 60,982 | ||
There were 556,599 broker non-votes for Proposal 2.
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
Proposal 3
To ratify the appointment of Elliott Davis, PLLC, as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2011:
| For |
Against |
Abstain | ||
| 1,362,540 | 3,855 | 2,503 | ||
There were no broker non-votes for Proposal 3.
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
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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.
| OAK RIDGE FINANCIAL SERVICES, INC. | ||||
| Date: July 6 2011 | By: | /s/ Thomas W. Wayne | ||
| Thomas W. Wayne, Secretary and Chief Financial Officer | ||||
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