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 22, 2015 (May 19, 2015)
COMMUNITY FIRST, INC.
(Exact name of registrant as specified in charter)
| Tennessee | 0-49966 | 04-3687717 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 501 South James M. Campbell Blvd. Columbia, TN |
38401 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (931) 380-2265
N/A
(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 (see General Instruction A.2. below):
| ¨ | 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 19, 2015, the Company held its Annual Meeting of Shareholders (the “Shareholders Meeting”), for which the Board of Directors solicited proxies, at 4:00 p.m. local time, at the Operations building of Community First Bank & Trust, a wholly-owned bank subsidiary of the Company, located at 501 South James M. Campbell Boulevard, Columbia, Tennessee 38401. At the Shareholders Meeting, the shareholders voted on the following proposals as described in detail in the Company’s Proxy Statement dated April 2, 2015 (the “Proxy Statement”). The proposals voted on and approved by the shareholders at the Shareholders Meeting were as follows:
Proposal 1: Election of Directors
The election of three Class I directors, named in the Proxy Statement, to serve as members of the Company’s Board of Directors until the Annual Meeting of Shareholders in 2018. The following is a list of the directors elected at the Shareholders Meeting with the number of votes “For” and “Withheld,” as well as the number of “Broker Non-Votes”:
| Class III Nominees |
For | Withheld | Broker Non-Votes | |||
| Randy A. Maxwell |
1,685,221 | 120,906 | — | |||
| Michael D. Penrod |
1,742,441 | 63,686 | — | |||
| Dinah C. Vire |
1,666,029 | 140,098 | — |
Proposal 2: Executive Compensation
The non-binding, advisory vote on the compensation of the Company’s named executive officers as described in the Proxy Statement was approved by the following tabulation:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 1,550,794 |
162,299 | 93,034 | — |
Proposal 3: Frequency of Votes on Executive Compensation
The non-binding, advisory vote on the frequency with which the Company should hold future non-binding, advisory votes on the compensation of the Company’s named executive officers received the following votes:
| Every Year |
Every Two Years |
Every Three Years |
Abstentions |
Broker Non-Votes | ||||
| 1,611,000 |
35,673 | 70,314 | 89,141 | — |
The Company will file an amendment to this Current Report on Form 8-K to report the Company’s decision regarding the frequency of future non-binding, advisory votes on the compensation of the Company’s named executive officers.
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm
The ratification of the appointment of HORNE LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 was approved by the following tabulation:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 1,760,812 |
39,422 | 5,894 | — |
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.
| COMMUNITY FIRST, INC. | ||
| By: | /s/ Louis E. Holloway | |
| Name: | Louis E. Holloway | |
| Title: | Chief Executive Officer | |
Date: May 22, 2015