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 22, 2012
Cardinal Bankshares Corporation
(Exact name of registrant as specified in its charter)
| Virginia | 0-28780 | 54-1804471 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 101 Jacksonville Circle, P.O. Box 215 Floyd, Virginia |
24091 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (540) 745-4191
Not Applicable
(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. |
Cardinal Bankshares Corporation (the “Company”) held its annual meeting of shareholders on May 22, 2012. At the annual meeting, the Company’s shareholders elected the following persons to serve as directors of the Company for a term that will continue until the 2013 annual meeting: Dr. J. Howard Conduff, Jr., T. Mauyer Gallimore, John Paul Houston, Kevin D. Mitchell, James W. Shortt and G. Harris Warner, Jr.
As of April 5, 2012, the record date for the annual meeting, there were 1,535,733 shares of the Company’s common stock outstanding and entitled to vote at the meeting. At the meeting, there were 1,440,007 shares of common stock present in person or by proxy. The Company’s independent inspector of elections reported the vote of the shareholders as follows:
| Nominees |
Votes FOR | |||
| Dr. J. Howard Conduff, Jr. |
896,849 | |||
| T. Mauyer Gallimore |
773,420 | |||
| William R. Gardner, Jr. |
665,513 | |||
| John Paul Houston |
759,468 | |||
| Michael D. Larrowe |
648,597 | |||
| Kevin D. Mitchell |
892,600 | |||
| Ronald Leon Moore |
624,049 | |||
| James W. Shortt |
773,420 | |||
| G. Harris Warner, Jr. |
734,985 | |||
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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.
| CARDINAL BANKSHARES CORPORATION | ||||
| Dated: May 24, 2012 | By: | /s/ J. Alan Dickerson | ||
| J. Alan Dickerson | ||||
| Chief Financial Officer & Vice-President | ||||
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