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 3, 2012
XENITH BANKSHARES, INC.
(Exact name of Registrant as specified in charter)
| Virginia | 000-53380 | 80-0229922 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| One James Center, 901 E. Cary Street, Suite 1700 Richmond, Virginia |
23219 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (804) 433-2200
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 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the annual meeting of shareholders of Xenith Bankshares, Inc. (the “Company”) held on May 3, 2012 (the “Annual Meeting”) the Company’s shareholders, upon recommendation of the Company’s Board of Directors, approved the Xenith Bankshares, Inc. 2012 Stock Incentive Plan (the “2012 Incentive Plan”). The terms and conditions of the 2012 Incentive Plan are described under “Proposal No. 2 — Approval of the 2012 Stock Incentive Plan” in the Company’s definitive proxy statement for the Annual Meeting that was filed with the Securities and Exchange Commission on April 3, 2012 (the “2012 Proxy Statement”). The description of the 2012 Incentive Plan is incorporated herein by reference to the 2012 Proxy Statement.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the matters listed below were submitted to a vote of the Company’s shareholders. Set forth below are the final voting results on each such matter.
1. Election of Directors. The Company’s Board of Directors, upon the recommendation of the Governance and Compensation Committee, nominated 12 individuals for election as directors of the Company, each to serve until the 2013 annual meeting of the Company’s shareholders and until their respective successors are elected and qualified. Each nominee was elected and the final results of the votes cast for, votes withheld and broker non-votes were as follows:
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes |
|||||||||
| Larry L. Felton |
6,989,171 | 22,430 | 2,219,434 | |||||||||
| Palmer P. Garson |
6,985,796 | 25,805 | 2,219,434 | |||||||||
| Patrick D. Hanley |
6,001,134 | 1,010,467 | 2,219,434 | |||||||||
| Peter C. Jackson |
6,990,934 | 20,667 | 2,219,434 | |||||||||
| Brian D. Jones |
6,990,796 | 20,805 | 2,219,434 | |||||||||
| T. Gaylon Layfield, III |
6,989,723 | 21,878 | 2,219,434 | |||||||||
| Michael A. Mancusi |
6,990,796 | 20,805 | 2,219,434 | |||||||||
| Malcolm S. McDonald |
6,990,534 | 21,067 | 2,219,434 | |||||||||
| Robert J. Merrick |
6,990,534 | 20,667 | 2,219,434 | |||||||||
| Scott A. Reed |
6,990,796 | 20,805 | 2,219,434 | |||||||||
| Mark B. Sisisky |
6,989,751 | 21,850 | 2,219,434 | |||||||||
| James E. Turner, Jr. |
6,989,348 | 22,253 | 2,219,434 | |||||||||
There were no abstentions in the voting for directors.
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2. Approval of the 2012 Incentive Plan. The final results of the votes cast for and against, abstentions and broker non-votes in connection with the proposal to approve the 2012 Incentive Plan were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 6,921,069 |
83,314 | 7,218 | 2,219,434 | |||
3. Ratification of Appointment of Independent Registered Public Accounting Firm. The final results of the votes cast for and against and abstentions in connection with the proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 9,208,869 |
10,176 | 11,990 | ||
There were no broker non-votes in the ratification of the appointment of the independent registered public accounting firm.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibit |
| 10.1 | Xenith Bankshares, Inc. 2012 Stock Incentive Plan (incorporated herein by reference to Annex A to the Company’s Proxy Statement on Schedule 14A filed April 3, 2012 (File No. 000-53380)) |
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SIGNATURE
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.
Date: May 8, 2012
| XENITH BANKSHARES, INC. | ||
| By: | /s/ Thomas W. Osgood | |
| Thomas W. Osgood | ||
| Executive Vice President, Chief Financial | ||
| Officer, Chief Administrative Officer and Treasurer | ||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1 | Xenith Bankshares, Inc. 2012 Stock Incentive Plan (incorporated herein by reference to Annex A to the Company’s Proxy Statement on Schedule 14A filed April 3, 2012 (File No. 000-53380)) | |