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):  April 15, 2013

HILLS BANCORPORATION
(Exact name of Registrant as specified in its charter)

Commission File Number 0-12668

Iowa
 
42-1208067
(State or Other Jurisdiction of Incorporation or Organization)
 
(IRS Employer Identification No.)

  131 Main Street, Hills, Iowa  52235
(Address of principal executive office)

Registrant's telephone number, including area code:  (319) 679-2291

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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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

The Annual Meeting of Shareholders was held on April 15, 2013.  The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 15, 2013.  The final results of the shareholder votes are as follows:

Proposal 1 – Election of Directors

The following individuals were elected to serve as directors to hold office until the 2016 Annual Meeting:

   
For
   
Withhold Authority
   
Broker Non-Votes
 
                   
Michael E. Hodge
    2,667,501       66,975       160,637  
John W. Phelan
    2,723,002       11,474       160,637  
Sheldon E. Yoder, D.V.M.
    2,726,079       8,397       160,637  

Proposal 2 – Non-Binding Advisory Vote on Executive Compensation

The shareholders approved executive compensation.

For
    2,522,378  
Against
    26,232  
Abstain
    185,866  
Broker Non-Votes
    160,637  

Proposal 3 – Non-Binding Appointment of BKD LLP as the independent registered public accounting firm for Hills Bancorporation

The shareholders approved BKD LLP as independent registered public accounting firm.

For
    2,822,989  
Against
    10,900  
Abstain
    61,224  
Broker Non-Votes
    0  

SIGNATURE

Pursuant to the requirement 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.

   
HILLS BANCORPORATION
     
     
Date:  April 15, 2013
 
/s/  Dwight O. Seegmiller
   
Dwight O. Seegmiller, Director, President and Chief Executive Officer