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 15, 2012
VIEWPOINT FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-34737 | 27-2176993 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) | ||
| 1309 W. 15th Street, Plano, Texas | 75075 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (972) 578-5000
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:
| ¨ | 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. |
ViewPoint Financial Group, Inc. (“the Registrant”) held its annual meeting of shareholders on May 15, 2012. Holders of record of the Registrant’s common stock at the close of business on March 26, 2012, were entitled to vote on four proposals at the annual meeting. The final voting results of each proposal are set forth below.
Proposal 1 – Election of Directors
The Registrant’s shareholders approved the election of Kevin J. Hanigan, Anthony J. LeVecchio and V. Keith Sockwell as directors of the Registrant for a term to expire in the year 2015.
| Kevin J. Hanigan | Anthony J. LeVecchio | V. Keith Sockwell | ||||||||||
| For |
25,729,305 | 25,711,036 | 25,193,666 | |||||||||
| Withheld |
407,279 | 425,548 | 942,918 | |||||||||
| Broker Non-Votes |
1,613,938 | 1,613,938 | 1,613,938 | |||||||||
Proposal 2 – Ratification of Independent Registered Public Accounting Firm
The Registrant’s shareholders approved the ratification of the appointment of Ernst & Young LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2012.
| For |
26,782,657 | |||
| Against |
937,745 | |||
| Abstain |
30,120 |
Proposal 3 – Shareholder Advisory Vote as to the Compensation of the Registrant’s Executives
A majority of the Registrant’s shareholders, in a non-binding advisory vote, voted for the compensation of the Registrant’s named executive officers.
| For |
25,701,828 | |||
| Against |
262,186 | |||
| Abstain |
172,570 | |||
| Broker Non-Votes |
1,613,938 |
Proposal 4 – Approval of the ViewPoint Financial Group, Inc. 2012 Equity Incentive Plan
The Registrant’s shareholders approved the ViewPoint Financial Group, Inc. 2012 Equity Incentive Plan.
| For |
24,176,872 | |||
| Against |
1,868,240 | |||
| Abstain |
91,472 | |||
| Broker Non-Votes |
1,613,938 |
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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.
| VIEWPOINT FINANCIAL GROUP, INC. | ||||||
| Date: May 18, 2012 | By: | /s/ Pathie E. McKee | ||||
| Pathie E. McKee, Executive Vice President and Chief Financial Officer | ||||||
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