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 21, 2013
SUFFOLK BANCORP
(Exact name of registrant as specified in its charter)
New York 000-13580 11-2708279
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
4 West Second Street, Riverhead, New York 11901
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (631) 208-2400
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
Results of 2013 Annual Meeting of Shareholders
On May 21, 2013, Suffolk Bancorp (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”). As of the record date there were a total of 11,566,347 shares of common stock outstanding and entitled to vote at the Meeting. At the Meeting 10,090,080 shares of common stock were represented in person or by proxy, therefore a quorum was present. Three proposals were presented and voted on. Set forth below are the final results for all proposals.
First Proposal – Election of Directors
The following three directors were nominated to serve for three-year terms expiring at the annual meeting of shareholders to be held in 2016, or until their successors shall have been duly elected and qualified. The three directors having received the requisite vote of a plurality of the shares represented in person or by proxy and entitled to vote, as indicated below, were elected to serve as directors of the Company.
| Nominee | For | Withheld | Abstained | Broker non-vote |
| Edgar F. Goodale | 7,456,592 | 600,746 | 0 | 2,032,742 |
| David A. Kandell | 7,392,907 | 664,431 | 0 | 2,032,742 |
| Ramesh N. Shah | 7,470,084 | 587,254 | 0 | 2,032,742 |
Second Proposal – Advisory, Non-Binding Resolution to Approve 2012 Executive Compensation
The advisory, non-binding resolution to approve the compensation paid to the Company's named executive officers for 2012 was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.
For: 7,197,522
Against: 515,860
Abstained: 343,956
Broker non-vote: 2,032,742
Third Proposal – Ratification of the Appointment of BDO USA, LLP as the Independent Registered Public Accounting Firm of the Company for the Fiscal Year Ending December 31, 2013
The ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2013 was approved by the requisite vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.
For: 9,972,326
Against: 63,784
Abstained: 53,970
Broker non-vote: 0
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.
SUFFOLK BANCORP
Date: May 22, 2013 By: /s/ Patricia M. Schaubeck
Patricia M. Schaubeck
Senior Vice President & General Counsel