Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - ECB BANCORP INC | d507575dex991.htm |
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): March 20, 2013
ECB BANCORP, INC.
(Exact name of registrant as specified in its charter)
| North Carolina | 000-24753 | 56-2090738 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
Post Office Box 337
Engelhard, North Carolina 27824
(Address of principal executive offices) (Zip Code)
(252) 925-5501
(Registrant’s telephone number, including area code)
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. |
(a) A special meeting of shareholders of ECB Bancorp, Inc. (the “Company”) was held on March 20, 2013. The matters considered and voted on by the shareholders at the special meeting, and the vote of the shareholders, were as follows:
| 1. | The proposal to approve the Agreement and Plan of Merger, dated as of September 25, 2012, by and between the Company and Crescent Financial Bancshares, Inc. was approved by the shareholders by the following vote: |
| For |
Against | Abstain | Broker Non-Votes | |||
| 1,608,994 | 811,986 | 423 | — | |||
| 2. | The non-binding advisory resolution approving compensation payable to the named executive officers of the Company in connection with the transactions contemplated by the Agreement and Plan of Merger was approved by the shareholders by the following vote: |
| For |
Against | Abstain | Broker Non-Votes | |||
| 1,469,676 | 835,479 | 116,248 | — | |||
| Item 8.01 | Other Events. |
On March 20, 2013, the Company issued a press release announcing the receipt of shareholder approval of its pending merger with Crescent Financial Bancshares, Inc. A copy of the press release is furnished as an exhibit hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release Dated March 20, 2013 | |
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 thereunto duly authorized.
| ECB BANCORP, INC. | ||||||||
| Date: | March 22, 2013 | By: | /s/ A. Dwight Utz | |||||
| A. Dwight Utz | ||||||||
| President and Chief Executive Officer | ||||||||