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): May 1, 2012

 

 

Camden National Corporation

(Exact name of registrant as specified in its charter)

 

 

 

         
Maine   01-28190   01-0413282

(State or other jurisdiction

of incorporation)

 

  (Commission File Number)  

(IRS Employer

Identification No.)

 

 

     
Two Elm Street, Camden, Maine   04843
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (207) 236-8821

 

 

 

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. 

 

The 2012 Annual Meeting of Shareholders of Camden National Corporation was held on May 1, 2012 at the Samoset Resort, 220 Warrenton Street, Rockport, Maine.  At the Annual Meeting, there were present in person or by proxy 6,438,560 shares of the Company’s common stock, representing approximately 84% of the total outstanding eligible votes.  The following is a brief description of each matter voted on at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each matter.

 

1.  Election of three members to the Board of Directors to serve a three-year term to expire at the Annual Meeting in 2015:

 

            Broker  
    For   Withheld   Non-Vote  
Ann W. Bresnahan   4,607,862   187,456   1,643,241  
Gregory A. Dufour   4,742,757   52,561   1,643,241  
Rendle A. Jones   4,706,991   88,327   1,643,241  

 

The other directors that continued in office after the Annual Meeting are as follows:

 

Term expires 2013 Term expires 2014
David C. Flanagan Robert J. Campbell
James H. Page, Ph.D. Craig S. Gunderson
Robin A. Sawyer, CPA John W. Holmes
Karen W. Stanley John M. Rohman

 

 

2.  Non-binding advisory vote on the compensation of the Company’s named executive officers (“Say-on-Pay”):

 

For   Against   Abstentions   Broker Non-Vote  
4,540,394   143,288   111,635   1,643,242  

 

3.  Approval of 2012 Equity and Incentive Plan:

 

For   Against   Abstentions   Broker Non-Vote  
3,258,862   1,411,810   124,645   1,643,241  

 

 

4.  Ratification of the appointment of Berry Dunn McNeil & Parker, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2012:

 

For   Against   Abstentions  
6,348,548   36,093   53,918  

 

 

 

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.

 

Dated: May 3, 2012

 

 

  CAMDEN NATIONAL CORPORATION
  (Registrant)
   
 
  By: /s/ DEBORAH A. JORDAN
  Deborah A. Jordan
  Chief Financial Officer and Principal
  Financial & Accounting Officer