UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 21, 2012
THE NATIONAL BANK OF INDIANAPOLIS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| Indiana | 000-21671 | 35-1887991 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
107 North Pennsylvania Street, Suite 700
Indianapolis, Indiana 46204
(Address of Principal Executive Offices, including Zip Code)
(317) 261-9000
(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 (see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On June 21, 2012, Andre B. Lacy, a director of The National Bank of Indianapolis Corporation (the “Corporation”) and its wholly-owned subsidiary, The National Bank of Indianapolis, resigned as a director of both entities. Mr. Lacy did not cite any disagreement with the Corporation in announcing his resignation from the Board of Directors.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Corporation held its annual meeting of shareholders on June 21, 2012. The final voting results relating to the matters voted on at the 2012 annual meeting of shareholders are set forth below.
1. The three persons nominated to serve as directors of the Corporation received the following number of votes and were elected as directors, with each to serve a three-year term expiring in 2015:
| NAME |
FOR | WITHHELD | BROKER NON-VOTES | |||||||
| Kathryn G. Betley |
1,721,614 | 2,611 | -0- | |||||||
| David R. Frick |
1,722,279 | 2,611 | -0- | |||||||
| John T. Thompson |
1,718,654 | 2,611 | -0- | |||||||
The individual nominated to serve as a director of the Corporation for a one-year term expiring in 2013 received the following number of votes and was elected as a director:
| NAME |
FOR | WITHHELD | BROKER NON-VOTES | |||||||
| Christie B. Kelly |
1,722,235 | 2,611 | -0- | |||||||
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2. The appointment of Crowe Horwath LLP as the independent registered public accounting firm for the Corporation for the year ending December 31, 2012 was ratified by the following shareholder vote:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 1,722,235 | -0- | 8,280 | -0- |
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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: June 26, 2012
| THE NATIONAL BANK OF INDIANAPOLIS CORPORATION | ||
| By: |
/s/ Debra L. Ross | |
| Debra L. Ross, Chief Financial Officer | ||
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