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 15, 2013
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 2013 Annual Meeting of Stockholders on May 15, 2013. At the annual meeting, the Company’s stockholders: (i) elected three of the persons listed below under Proposal 1 to serve until the 2016 Annual Meeting of Stockholders or until their successors are duly elected and qualified; two directors to serve until the 2015 Annual Meeting of Stockholders or until their successors are duly elected and qualified and one director to serve until the 2014 Annual Meeting of Stockholders or until their successors are duly elected and qualified; (ii) approved the advisory (non-binding) vote on compensation of the executives disclosed in the Company’s 2013 Proxy Statement; and (iii) approved in an advisory (non-binding) vote, the frequency of three years for holding an advisory vote on executive compensation and (iv) ratified the appointment of Cherry Bekaert, L.L.P. as the Company’s independent registered public account firm for 2013. The voting results for each proposal are as follows:
Proposal 1: To elect three directors to serve until the 2016 Annual Meeting; two directors to serve until the 2015 Annual Meeting and one director to serve until the 2014 Annual Meeting:
| Nominees: | Term-Ending | Votes FOR | Votes WITHHELD | Broker Non-Votes | ||||||||||
| Yancey S. Jones |
2016 | 8,306,302 | 492,798 | 2,174,282 | ||||||||||
| Richard W. Wright |
2016 | 8,767,678 | 31,422 | 2,174,282 | ||||||||||
| Robert G. Whitten |
2016 | 8,771,228 | 27,872 | 2,174,282 | ||||||||||
| Neil P. Amin |
2015 | 8,735,728 | 63,372 | 2,174,282 | ||||||||||
| Kenneth R. Lehman |
2015 | 8,774,228 | 24,872 | 2,174,282 | ||||||||||
| Martin L. Brill |
2014 | 8,771,428 | 27,672 | 2,174,282 | ||||||||||
Proposal 2: 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 | |||||||||||
| 8,666,042 | 80,757 | 52,301 | 2,174,282 | |||||||||||
Proposal 3: To approve, in an advisory (non-binding) vote, the frequency of holding an advisory vote on executive compensation:
| Votes FOR One Year | Votes FOR Two Years | Votes FOR Three Years | Votes ABSTAIN | Broker Non-Votes | ||||||||||||||
| 1,925,686 | 1,666,087 | 5,105,659 | 101,668 | 2,174,282 | ||||||||||||||
Proposal 4: To ratify the appointment of Cherry Bekaert L.L.P. as the Company’s independent registered public accounting firm for 2013:
| Votes FOR | Votes AGAINST | Votes ABSTAIN | Broker Non-Votes | |||||||||||
| 10,925,272 | 41,674 | 6,436 | 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: May 17, 2013 | By: | /s/ William W. Ranson | ||||
| William W. Ranson | ||||||
| Executive Vice President and Chief Financial Officer | ||||||