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 28, 2015
Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-11595 | 03-0287342 | ||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
| ||
|
275 Kennedy Drive South Burlington, Vermont |
(802) 658-3400 | 05403 | ||
| (Address of principal executive offices) |
(Registrant’s telephone
number, |
(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) |
| ¨ | 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 by Security Holders. |
At the Annual Meeting of Shareholders (the “Annual Meeting”) of Merchants Bancshares, Inc. (the “Company”) held on May 28, 2015, Scott F. Boardman, Raymond C. Pecor, III, and Janette K. Bombardier were elected as directors of the Company, each to serve for a three-year term and until his or her successor is duly elected and qualified. In addition, at the Annual Meeting, the shareholders of the Company (a) approved, on a non-binding basis, 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 2015.
At the Annual Meeting, the Company’s shareholders voted as follows:
Proposal 1. To elect three directors, each of whom will serve for a three-year term and until his or her successor is duly elected and qualified:
| NOMINEE | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES |
| Scott F. Boardman | 4,268,424.66 | 211,108.51 | 1,236,250.00 |
| Raymond C. Pecor, III | 4,188,186.89 | 291,346.29 | 1,236,250.00 |
| Janette K. Bombardier | 2,899,366.55 | 1,580,166.62 | 1,236,250.00 |
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 |
| 4,240,679.93 | 228,374.48 | 10,478.77 | 1,236,250.00 |
Proposal 3. To ratify the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2015:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
| 5,691,334.66 | 11,175.51 | 13,273.00 | 0.00 |
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. | ||||
| By: | /s/ Thomas J. Meshako | |||
| Name: | Thomas J. Meshako | |||
| Title: | Chief Financial Officer & Treasurer Principal Accounting Officer |
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| Date: May 28, 2015 | ||||