UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 30, 2014
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FIRST NIAGARA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-35390 | 42-1556195 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S Employer Identification Number) | ||
726 Exchange Street, Suite 618, Buffalo, NY | 14210 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
(716) 819-5500 | ||||
(Registrant's telephone number) | ||||
Not Applicable | ||||
(Former name or former address, if changed since last report) | ||||
Check the appropriate box below if the Form 8-K 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.
At our Annual Meeting of Stockholders, the nominees for directors of First Niagara Financial Group, Inc. ("the Company") proposed were elected. On other business conducted at the Annual Meeting, stockholders voted in favor of an advisory non-binding proposal to approve our executive compensation programs and policies and amendment number two to the First Niagara Financial Group, Inc. 2012 Equity Incentive Plan. Lastly, they ratified the appointment of KPMG LLP as Independent Registered Public Accounting Firm for the year ending December 31, 2014. Stockholders cast votes as follows:
Number of Votes | ||||||
Matter Considered | For | Withheld | ||||
Election of Directors: | ||||||
Thomas E. Baker | 256,651,075 | 14,913,657 | ||||
James R. Boldt | 253,778,824 | 17,785,908 | ||||
G. Thomas Bowers | 254,020,835 | 17,543,897 | ||||
Roxanne J. Coady | 257,086,579 | 14,478,153 | ||||
Gary M. Crosby | 256,930,938 | 14,633,794 | ||||
Carl Florio | 256,775,566 | 14,789,166 | ||||
Carlton L. Highsmith | 257,026,780 | 14,537,952 | ||||
George M. Philip | 256,975,492 | 14,589,240 | ||||
Peter B. Robinson | 257,308,602 | 14,256,130 | ||||
Nathaniel Woodson | 256,522,187 | 15,052,545 | ||||
Number of Votes | ||||||||||||
Matter Considered | For | Against | Abstain | Broker non-votes | ||||||||
Advisory non-binding vote to approve our executive compensation programs and policies | 248,025,004 | 17,631,084 | 5,908,644 | 51,498,650 | ||||||||
Amendment number two to First Niagara Financial Group, Inc. 2012 Equity Incentive Plan | 253,674,750 | 14,588,495 | 3,301,487 | 51,498,650 | ||||||||
Ratification of KPMG LLP as Independent Registered Public Accounting Firm for the year ending December 31, 2014 | 315,444,902 | 4,335,417 | 3,283,063 | |||||||||
Item 8.01 Other events.
Effective following the Company’s Annual Meeting, Nathaniel Woodson will serve as Chairman of the Board of Directors of First Niagara Financial Group, Inc. and First Niagara Bank, N.A. He succeeds G. Thomas Bowers, who has served as Chairman since 2007. Mr. Bowers will continue to serve as a director, having been re-elected during the Company’s 2014 Annual Meeting. Carl Florio will replace Mr. Woodson as Chairman of the Risk Committee. Roxanne Coady will replace Thomas Baker as Chairman of the Audit Committee.
Item 9.01 Financial Statements and Exhibits
(a) | Not Applicable. |
(b) | Not Applicable. |
(c) | Not Applicable. |
(d) | Exhibits. |
None.
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.
FIRST NIAGARA FINANCIAL GROUP, INC.
DATE: April 30, 2014 | By:/s/ GREGORY W. NORWOOD |
Gregory W. Norwood
Chief Financial Officer
(Duly authorized representative)