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
CAROLINA BANK HOLDINGS, INC.
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
| North Carolina | 000-31877 | 56-2215437 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
| 101 North Spring Street, Greensboro, NC | 27401 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (336) 288-1898
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.
On May 21, 2013, Carolina Bank Holdings, Inc. (the “Registrant”) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were four proposals submitted to shareholders at the Annual Meeting. In the case of Proposal 1, all of the nominees were approved and elected to serve on the Registrant’s Board of Directors. The other proposals were also approved by the shareholders entitled to vote at the Annual Meeting. The proposals below are described in greater detail in the Registrant’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 10, 2013.
The voting results were as follows:
Proposal 1: Proposal to elect four members of the Board of Directors for terms of three years and one member of the Board of Directors for a term of one year.
| Directors Elected | Votes For | Votes Withheld | Abstentions | Broker Non-Votes |
| Three-Year Terms | ||||
| Susan Alt | 1,914,861 | 76,855 | -- | 961,209 |
| Robert T. Braswell | 1,915,083 | 76,633 | -- | 961,209 |
| Gary N. Brown | 1,915,361 | 76,355 | -- | 961,209 |
| James E. Hooper | 1,987,591 | 4,125 | -- | 961,209 |
| One-Year Term | ||||
| Michael F. Bumpass | 1,914,493 | 77,223 | -- | 961,209 |
Proposal 2: Proposal to ratify a non-binding shareholder resolution regarding executive compensation.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 1,590,803 | 354,398 | 46,515 | 961,209 |
Proposal 3: Proposal to ratify a non-binding shareholder resolution regarding the frequency of future advisory votes on executive compensation.
| One Year | Two Years | Three Years | Abstentions |
| 569,024 | 47,425 | 1,296,982 | 78,285 |
Proposal 4: Proposal to ratify the appointment of Elliott Davis, PLLC as the Registrant’s independent registered public accounting firm for 2013.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 2,935,071 | 4,346 | 13,508 | -- |
SIGNATURES
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.
| CAROLINA BANK HOLDINGS, INC. | ||
| By: | /s/ Robert T. Braswell | |
| Robert T. Braswell | ||
| President and Chief Executive Officer | ||
Dated: May 24, 2013