UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2012

 

 

Washington Banking Company

(Exact name of registrant as specified in its charter)

 

Washington

(State or other jurisdiction of incorporation)

 

000-24503

(Commission File Number)

 

91-1725825

(I.R.S. Employer Identification Number)

 

450 SW Bayshore Drive

Oak Harbor, WA 98277

(Address of principal executive offices) (Zip Code)

 

(360) 679-3121

(Registrant’s telephone number, including area code)

 

No Change

(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:

 

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.

 

 

(a)

On May 3, 2012, Washington Banking Company held its annual meeting of shareholders.

 

 
(b) At the annual meeting, shareholders approved each of the following matters, with the votes on each matter as set forth below:

 

 

 

MATTER

 

 

VOTES

FOR

 

VOTES
AGAINST

 

 

ABSTAIN

BROKER
NON-VOTES

 

Advisory vote on executive compensation

  11,832,903 94,673 224,398 2,052,287

 

Ratification of auditor appointment.

  14,042,903 136,057 25,301 -

 

 

The following directors, who constituted the nominees standing for election at the annual meeting, were elected at the meeting by the votes indicated:

 

 

DIRECTOR

 

 

VOTES
FOR

VOTES
WITHHELD
BROKER
NON-VOTES

 

Mark D. Crawford

 

 

 

12,000,980

 

150,994

 

2,052,287

Jay T. Lien

 

  11,888,989 262,985 2,052,287

Gragg E. Miller

 

  11,998,743 153,231 2,052,287

Anthony B. Pickering

 

  11,946,900 205,074 2,052,287

Robert T. Severns

 

  11,980,402 171,572 2,052,287

John L. Wagner

 

  11,986,124 165,850 2,052,287
Edward J. Wallgren   11,892,078 259,896 2,052,287

 

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.

 

 

WASHINGTON BANKING COMPANY

 

Dated: May 4, 2012

By: /s/ Richard Shields

Richard A. Shields

EVP and Chief Financial Officer