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): August 22, 2012

 

 

FIRST CAPITAL BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Virginia   001-33543   11-3782033

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

4222 Cox Road

Glen Allen, VA

  23060
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (804) 273-1160

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.

First Capital Bancorp, Inc. held its 2012 Annual Meeting of Stockholders on August 22, 2012. At the annual meeting, the Company’s stockholders: (i) elected each of the persons listed below under Proposal 1 to serve as a Class III directors of the Company for a term that will continue until the 2015 Annual Meeting; (ii) approved an amendment to increase the number of shares reserved for issuance under the First Capital Bancorp, Inc. 2010 Stock Incentive Plan; (iii) approved an amendment to the Articles of Incorporation to authorize the Board of Directors to effect a reverse stock split of common stock; (iv) approved the advisory (non-binding) vote on compensation of the executives disclosed in the Company’s 2012 Proxy Statement; and (v) ratified the appointment of Cherry Bekaert & Holland, L.L.P. as the Company’s independent registered public account firm for 2012. The voting results for each proposal are as follows:

Proposal 1: To elect three Class III directors to serve until the 2015 Annual Meeting:

 

Nominees:    Votes FOR      Votes WITHHELD      Broker Non-Votes  

Robert G. Watts, Jr.

     8,152,521         267,705         2,300,675   

Debra L. Richardson

     8,300,144         120,082         2,300,675   

John M. Presley

     8,146,796         273,430         2,300,675   

Proposal 2: Approval of an amendment to increase the number of shares reserved for issuance under the First Capital Bancorp, Inc. 2010 Stock Incentive Plan:

 

Votes FOR

  

Votes AGAINST

  

Votes ABSTAIN

  

Broker Non-Votes

7,992,561    375,403    52,262    2,300,675

Proposal 3: Approval of an amendment to the Articles of Incorporation to authorize the Board of Directors to effect a reverse stock split of common stock:

 

Votes FOR

  

Votes AGAINST

  

Votes ABSTAIN

  

Broker Non-Votes

10,024,845    593,869    53,360    48,827

Proposal 4: To approve, in an advisory (non-binding) vote, the compensation of executives disclosed in the Company’s 2012 Proxy Statement:

 

Votes FOR

  

Votes AGAINST

  

Votes ABSTAIN

  

Broker Non-Votes

8,119,538    49,296    51,932    2,300,675

Proposal 5: To ratify the appointment of Cherry Bekaert & Holland, L.L.P. as the Company’s independent registered public accounting firm for 2012:

 

Votes FOR

  

Votes AGAINST

  

Votes ABSTAIN

  

Broker Non-Votes

10,619,636    48,484    52,781    0


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 hereunto duly authorized.

 

  FIRST CAPITAL BANCORP, INC.
Date: August 23, 2012   By:  

/s/ William W. Ranson

    William W. Ranson
    Executive Vice President and
    Chief Financial Officer