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 17, 2012
 
NORTHERN STATES FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
000-19300
(Commission File Number)
 
Delaware
36-3449727
(State or other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

 
1601 North Lewis Avenue
P.O. Box 39
Waukegan, Illinois  60085
(Address of Principal Executive Offices)
 
(847) 244-6000
(Registrant’s Telephone Number, Including Area Code)
 
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 Annual Meeting of Stockholders of Northern States Financial Corporation (the “Company”) was held on May 17, 2012. There were 4,277,755 shares of common stock entitled to be voted, and 3,722,285 shares present in person or by proxy, at the Annual Meeting.
 
Three items of business were acted upon by stockholders at the Annual Meeting. The voting results are as follows:
 
1.           Election of Directors.
 
Stockholders elected all of the Company’s nominees for Director for one-year terms expiring on the date of the Annual Meeting in 2013.
 
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
           
Theodore A. Bertrand
2,867,252
 
32,601
 
822,432
Jack H. Blumberg
2,845,533
 
54,320
 
822,432
Frank J. Furlan
2,845,684
 
54,169
 
822,432
James A. Hollensteiner
2,846,200
 
53,653
 
822,432
Allan J. Jacobs
2,849,929
 
49,924
 
822,432
Barbara J. Martin
2,862,634
 
37,219
 
822,432
Raymond M. Mota
2,863,141
 
36,712
 
822,432
Charles W. Smith
2,862,990
 
36,863
 
822,432
Scott Yelvington
2,863,703
 
36,150
 
822,432

2.           An advisory (non-binding) vote to approve the 2011 named executive officer compensation.
 
Stockholders approved the advisory (non-binding) vote to approve the 2011 named executive officer compensation.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
2,761,928
 
 
88,556
 
 
49,369
 
 
822,432

3.           Ratification of the appointment of Plante & Moran, PLLC as independent auditors of the Company for the year ending December 31, 2012.
 
Stockholders ratified the appointment of Plante & Moran, PLLC as independent auditors of the Company for the year ending December 31, 2012.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
3,689,915
 
 
16,821
 
 
15,549
 
 
0
 

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
NORTHERN STATES FINANCIAL CORPORATION
 
 
Date:  May 18, 2012
By:  /s/Steven Neudecker                  
 Steven Neudecker
 Vice President and Chief Financial Officer


 
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