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): April 10, 2012
FIRST COMMUNITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania | 000-49736 | 23-2321079 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| Two North Main Street, Mifflintown, Pennsylvania | 17059 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(717) 436-2144
(Registrant’s telephone number, including area code)
NONE
(Former name, address and fiscal year, 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):
| ¨ | 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. |
The 2012 annual meeting of the shareholders of First Community Financial Corporation (the “Corporation”) was held on April 10, 2012. Notice of the meeting was mailed to shareholders of record on or about March 9, 2012 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.
The annual meeting was held: (i) to elect three Class C Directors to serve for a 3-year term and until their successors are elected and qualified; and (ii) to ratify the selection of Smith Elliott Kearns & Company, LLC as the Corporation’s independent registered public accounting firm for the year ending December 31, 2012.
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 non-votes, for each of the nominees for election to the Board of Directors as Class C Directors, were as follows:
| Nominee |
For | Withheld | Abstentions and Broker Non-Votes |
|||||||||
| Roger Shallenberger |
996,734.795 | 2,187.694 | 0 | |||||||||
| Lowell M. Shearer |
996,734.795 | 2,187.694 | 0 | |||||||||
| David L. Swartz |
996,543.795 | 2,387.694 | 0 | |||||||||
The term of office of each of the following other directors continued after the meeting:
Class A Directors – Term expiring 2013
Daniel B. Brown
John P. Henry, III
Frank L. Wright
Class B Directors – Term expiring 2014
Nancy S. Bratton
David M. McMillen
Charles C. Saner
Ratification of the Appointment of Independent Registered Public Accounting Firm. The proposal to ratify the appointment of Smith Elliott Kearns & Company, LLC as the Corporation’s independent registered public accounting firm for the year ending December 31, 2012 was approved by the required vote – a majority of the votes cast on the matter. The number of votes cast for and against, as well as the number of abstentions and broker nonvotes on this proposal, was as follows:
| For | Against | Abstentions and Broker Non-Votes | ||
| 1,016,399.129 | 3,027.360 | 0 | ||
| 0 | ||||
| 0 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIRST COMMUNITY FINANCIAL CORPORATION | ||||
| (Registrant) | ||||
| Dated: April 13, 2012 | /s/ Scott E. Fritz | |||
| Scott E. Fritz Interim President | ||||
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