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): December 4, 2014
BANK OF THE CAROLINAS CORPORATION
(Exact name of Registrant as specified in its charter)
| NORTH CAROLINA | 000-52195 | 20-4989192 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification number) |
| 135 BOXWOOD VILLAGE DRIVE, MOCKSVILLE, NORTH CAROLINA 27028 |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (336) 751-5755
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 4, 2014, the following individuals retired from their positions as directors of Bank of the Carolinas Corporation (the “Company”) and its wholly owned subsidiary, Bank of the Carolinas: Jerry W. Anderson, Alan M. Bailey, John A. Drye, John W. Googe, and Francis W. Slate.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of shareholders on December 4, 2014. At the meeting, the shareholders (1) elected all of the directors nominated by the board of directors, (2) ratified a resolution endorsing and approving compensation paid or provided to the Company’s named executive officers and the Company’s executive compensation policies and practices, (3) ratified a resolution that future advisory votes on executive compensation will be conducted every three years, (4) granted the Company’s board of directors discretionary authority to amend the Company’s articles of incorporation to effect a 1-for-100 reverse stock split, (5) approved the Company’s 2014 Omnibus Stock Incentive Plan, (6) approved the Company’s Tax Benefits Preservation Plan, and (7) ratified the appointment of Cherry Bekaert LLP as the Company’s independent accountants for 2014, as follows:
Proposal 1
Election of Directors
| Director |
For | Withheld | Broker Non-Votes | |||||||||
| Derek J. Ferber |
300,339,062 | 91,477 | 1,633,888 | |||||||||
| Harvey L. Glick |
300,328,562 | 101,977 | 1,633,888 | |||||||||
| Henry H. Land |
300,327,024 | 103,515 | 1,633,888 | |||||||||
| Grady L. McClamrock, Jr. |
300,310,379 | 120,160 | 1,633,888 | |||||||||
| Sam D. Norton |
300,339,062 | 91,477 | 1,633,888 | |||||||||
| John D. Russ |
278,098,166 | 22,332,373 | 1,633,888 | |||||||||
| Lynne Scott Safrit |
278,086,128 | 22,344,411 | 1,633,888 | |||||||||
| Anton V. Schutz |
300,336,662 | 93,877 | 1,633,888 | |||||||||
| Stephen R. Talbert |
300,315,446 | 115,093 | 1,633,888 | |||||||||
Proposal 2
Advisory Vote on Executive Compensation
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 300,195,699 | 219,196 | 15,644 | 1,633,888 | |||||||||||
Proposal 3
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||||||
| 110,244,739 | 282,914 | 189,829,682 | 73,204 | 1,633,888 | ||||||||||||||
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Proposal 4
Approval of Reverse Stock Split
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 300,804,842 | 1,249,750 | 9,835 | -0- | |||||||||||
Proposal 5
Approval of 2014 Omnibus Stock Incentive Plan
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 299,141,276 | 1,276,046 | 13,217 | 1,633,888 | |||||||||||
Proposal 6
Approval of Tax Benefits Preservation Plan
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 300,321,005 | 96,395 | 13,139 | 1,633,888 | |||||||||||
Proposal 7
Ratification of Independent Accountants
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 301,836,931 | 145,788 | 81,708 | -0- | |||||||||||
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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.
| BANK OF THE CAROLINAS CORPORATION | ||
| By: | /s/ Stephen R. Talbert | |
| Stephen R. Talbert | ||
| President and Chief Executive Officer | ||
Dated: December 9, 2014
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