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, 2014
Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-11595 | 03-0287342 |
(State or other jurisdiction | (Commission | (IRS Employer |
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275 Kennedy Drive |
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(Address of principal executive offices) | (Registrant’s telephone number, including area code) | (Zip Code) |
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) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | 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 by Security Holders.
At the Annual Meeting of Shareholders (the “Annual Meeting”) of Merchants Bancshares, Inc. (the “Company”) held on May 15, 2014, Michael R. Tuttle, Michael G. Furlong and Lorilee A. Lawton were elected to serve until the 2017 Annual Meeting of Shareholders. In addition, at the Annual Meeting, the shareholders (a) approved a non-binding resolution to approve the compensation of the Company’s named executive officers and (b) ratified the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2014.
At the Annual Meeting, the Company’s shareholders voted as follows:
Proposal 1. To elect three directors, each whom will serve for a three-year term:
| Nominee |
| Votes For |
| Votes Withheld |
| Broker Non-Vote |
| Michael R. Tuttle |
| 3,888,025 |
| 186,219 |
| 1,394,776 |
| Michael G. Furlong |
| 3,898,299 |
| 175,945 |
| 1,394,776 |
| Lorilee A. Lawton |
| 3,965,623 |
| 108,621 |
| 1,394,776 |
Proposal 2. To consider a non-binding resolution to approve the compensation of the Company’s named executive officers:
| Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
| 3,873,381 |
| 156,577 |
| 44,661 |
| 1,394,400 |
Proposal 3. To ratify Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2014:
| Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
| 5,435,271 |
| 5,224 |
| 28,146 |
| 378 |
SIGNATURE
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 hereunder duly authorized.
| MERCHANTS BANCSHARES, INC. | |
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| By: | /s/ Janet P. Spitler |
| Name: | Janet P. Spitler |
| Title: | Chief Financial Officer & Treasurer |
Date: May 19, 2014