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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) 5/16/2012
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CITIZENS FIRST CORPORATION
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(Exact name of registrant as specified in its charter)
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Kentucky 333-67435 61-0912615
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1065 Ashley Street, Bowling Green, Kentucky 42103
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code (270) 393-0700
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Not Applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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1
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The annual meeting of shareholders of the Company was held on May 16, 2012. The following directors were elected to three year terms, ending in 2015, with the vote totals as shown:
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Broker
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Votes for
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Votes withheld
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Non-votes
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Votes abstained
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James R. Hilliard
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801,873
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15,448
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798,677
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0
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M. Todd Kanipe
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815,974
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1,347
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798,677
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0
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Kevin Vance
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801,873
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15,448
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798,677
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0
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The terms of office of the following directors of the Company continued after the Annual Meeting:
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Name
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Term Expires In
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Steve Marcum
Steve Newberry
Jack Sheidler
John Taylor
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2013
2013
2013
2013
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Barry Bray
Sarah Glenn Grise
Chris Guthrie
Amy Milliken
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2014
2014
2014
2014
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As a participant in the Troubled Asset Relief Program Capital Purchase Program, the Company issued senior preferred shares and a related warrant to the Treasury Department and, as a result, was required at the annual meeting, to permit an advisory (non-binding) shareholder vote on the compensation of the participant’s named executive officers.
The following vote totals were received on the advisory vote on executive compensation:
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Votes For
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780,634
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Votes Against
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29,300
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Votes Abstained
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7,387
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Broker Non-votes
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798,677
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The following vote totals were received on the ratification of Crowe Horwath, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012:
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Votes For
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1,608,807
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Votes Against
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6,232
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Votes Abstained
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959
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Broker Non-votes
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0
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2
The following vote totals were received on the amendment to the Company’s articles of incorporation to increase the number of authorized shares of preferred stock from 500 to 10,000:
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Votes For
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697,127
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Votes Against
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116,152
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Votes Abstained
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4,042
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Broker Non-votes
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798,677
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3
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.
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CITIZENS FIRST CORPORATION
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(Registrant)
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By: /s/ M. Todd Kanipe
M. Todd Kanipe
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President and Chief Executive Officer
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Date: May 21, 2012
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