UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, DC 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 25, 2012
 
Virginia Commerce Bancorp, Inc.
 (Exact name of registrant as specified in its charter)
 
 
Virginia
000-28635
54-1964895
(State or other jurisdiction
of incorporation)
(Commission file number)
(IRS Employer Identification
Number)
 
5350 Lee Highway, Arlington, Virginia  22207
(Address of Principal Executive Offices) (Zip Code)
 
 
Registrant's telephone number, including area code:  703.534.0700
 
N/A
 
(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 filing 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 5.07.          Submission of Matters to a Vote of Security Holders.
 
          The 2012 Annual Meeting of Stockholders of Virginia Commerce Bancorp, Inc. (the “Company”) was held on April 25, 2012, at which three proposals were submitted to the Company’s stockholders. The proposals are described in detail in the Company’s proxy statement for the 2012 Annual Meeting filed with the Securities and Exchange Commission on March 14, 2012. The final results for the votes regarding the proposals are set forth below.
 
          Proposal 1 – The Company’s stockholders elected 9 directors to serve for a one year period until the 2013 Annual Meeting of Stockholders and until their successors have been elected and qualified. The name of each director elected at the Annual Meeting, and the votes cast for such individuals, who constitute the entire Board of Directors of the Company following the meeting, are set forth below:
 
Name
For
Withheld
Broker Non-Votes
Leonard Adler
20,667,425
516,564
5,965,755
Michael G. Anzilotti
17,771,478
3,412,511
5,965,755
Thomas E. Burdette
20,698,081
485,908
5,965,755
Peter A. Converse
17,795,870
3,388,119
5,965,755
W. Douglas Fisher
20,681,486
502,503
5,965,755
David M. Guernsey
20,608,154
575,835
5,965,755
Kenneth R. Lehman
20,706,014
477,975
5,965,755
Norris E. Mitchell
20,680,958
503,031
5,965,755
Todd A. Stottlemyer
20,691,202
492,787
5,965,755
 
          Proposal 2 – The Company’s stockholders approved, in a non-binding advisory vote, the compensation of the Corporation’s named executive officers. The votes regarding Proposal 2 were as follows:
 
For
Against
Abstentions
Broker Non-Votes
20,488,785
267,696
427,507
5,965,756
 
Proposal 3 – The Company’s stockholders ratified the appointment of Yount, Hyde & Barbour, P.C. as the company’s independent registered public accountant for the fiscal year ending December 31, 2012.  The votes regarding Proposal 3 were as follows:
 
For
Against
Abstentions
Broker Non-Votes
26,927,196
82,590
139,958
N/A
 
                    No other matters were voted on at the meeting.
 
 
 

 
 
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.
 
   
VIRGINIA COMMERCE BANCORP, INC.
     
     
     
   
By:
/s/ Mark S. Merrill
     
Mark S. Merrill
Executive Vice President, Chief Financial Officer
       
       
Dated:
May 1, 2012