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): April 19, 2016
FIRST DEFIANCE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
|
Ohio |
0-26850 |
34-1803915 |
| (State or other jurisdiction of
incorporation) |
(Commission File No.) |
(IRS Employer I.D. No.) |
601 Clinton Street, Defiance, Ohio 43512
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (419) 782-5015
Not Applicable
(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)) |
Section 5 – Corporate Governance and Management
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | On April 19, 2016, First Defiance Financial Corp. (“First Defiance”) held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on February 22, 2016, the voting record date, there were 8,938,777 First Defiance common shares outstanding and entitled to vote. At the Annual Meeting, 6,948,566, or 77.7%, of the outstanding common shares entitled to vote were represented by proxy or in person. |
| (b) | (i) Directors elected at the Annual Meeting for a three year term to expire at the 2019 Annual Meeting of Shareholders: |
|
Number of Votes:
|
|||||
| For | Withheld | Broker Non-Votes | |||
| John L. Bookmyer | 5,608,184 | 155,496 | 1,184,886 | ||
| Stephen L. Boomer | 5,587,287 | 176,393 | 1,184,886 | ||
| Thomas A. Reineke | 5,444,117 | 319,563 | 1,184,886 | ||
| William J. Small | 2,227,119 | 3,536,561 | 1,184,886 | ||
Other directors whose terms of office continued after the Annual Meeting:
Douglas A. Burgei
Donald P. Hileman
Jean A. Hubbard
Barbara A. Mitzel
Charles D. Niehaus
Samuel S. Strausbaugh
| (ii) | With respect to the vote to approve, in a non-binding advisory vote, First Defiance’s executive compensation as disclosed in the proxy statement for the Annual Meeting: |
|
Number of Votes:
|
||||
| For | Against | Broker Non-Votes | Abstain | |
| 5,655,479 | 54,665 | 1,184,886 | 53,536 | |
| (iii) | With respect to the vote to ratify the appointment of Crowe Horwath LLP as First Defiance’s independent registered public accounting firm for the 2016 fiscal year: |
|
Number of Votes:
| |||
| For | Against | Broker Non-Votes | Abstain |
| 6,766,725 | 157,341 | - | 24,500 |
| 2 |
Section 8 – Other Events
| Item 8.01. | Other Events. |
On April 19, 2016, the First Defiance Board of Directors held its annual organizational meeting. At the meeting the Board approved all Board committee assignments for the next year, including assignments for newly elected director Thomas J. Reineke. The approved committee members are as follows:
| Audit Committee: | John L. Bookmyer, Chairman | |
| Stephen L. Boomer | ||
| Samuel S. Strausbaugh | ||
| Jean A. Hubbard | ||
| Charles D. Niehaus | ||
| Compensation Committee: | Samuel S. Strausbaugh, Chairman | |
| Jean A. Hubbard | ||
| Stephen L. Boomer | ||
| John L. Bookmyer | ||
| Corporate Governance Committee: | Stephen L. Boomer, Chairman | |
| Douglas A. Burgei | ||
| Barbara A. Mitzel | ||
| Charles D. Niehaus | ||
| Thomas A. Reineke | ||
| Risk Committee: | Jean Hubbard, Chairman | |
| William J. Small | ||
| Douglas A. Burgei | ||
| Samuel S. Strausbaugh | ||
| Charles D. Niehaus | ||
| Thomas A. Reineke | ||
| Donald P. Hileman |
First Defiance is committed to establishing good corporate governance practices that encourage an environment of open communication and authenticity among the directors, management and our constituencies that, we believe, serves the best interests of our shareholders. Along these lines, our Corporate Governance, Compensation, and Audit Committees are comprised entirely of independent directors. The charters for each of these committees may be found at http://www.fdef.com/govdocs.
The proxy statement that was issued
in connection with the 2016 Annual Meeting inadvertently listed W. J. Small as a member of the Corporate Governance Committee.
Although Mr. Small has attended certain Corporate Governance Committee meetings in his role as Chairman of the Board to provide
insight to the committee regarding strategic direction and best governance practices and to present potential director nominees,
he was not appointed to the committee nor has he voted on matters acted on by the committee.
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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.
| FIRST DEFIANCE FINANCIAL CORP. | |||
| By: | /s/ Kevin T. Thompson | ||
| Kevin T. Thompson | |||
| Chief Financial Officer | |||
| Date: April 22, 2016 | |||
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