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 27, 2017
First Priority Financial Corp.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 333-183118 | 20-8420347 | ||
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 2 West Liberty Boulevard, Suite 104 Malvern, Pennsylvania |
19355 | |||||
| (Address of principal executive offices) | (Zip Code) | |||||
Registrant’s telephone number, including area code (610) 280-7100
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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On April 27, 2017, First Priority Financial Corp. (the “Company”) held its 2017 annual meeting of shareholders. The proposals voted on at the annual meeting, as well as the voting results for each proposal, including the numbers of votes cast for, against or withheld, and the number of abstentions and broker non-votes, are set forth below.
| ·
|
Proposal 1: Election of four Class II nominees of the board of directors to serve as directors of the Company, all with terms expiring in 2020: |
| For | Withheld | Broker Non-Votes | ||||
|
Burton A. MacLean, Jr. |
4,137,690 | 411,809 | 561,219 | |||
| Barry L. Myers |
4,139,222 | 410,277 | 561,219 | |||
| Patrick M. Smith |
4,139,222 | 410,277 | 561,219 | |||
| David E. Sparks |
4,106,846 | 442,653 | 561,219 |
| ·
|
Proposal 2: Advisory vote to approve executive officer compensation: |
| For | Against | Abstentions | Broker Non-Votes | |||
|
4,165,190 |
320,336 | 63,973 | 561,219 |
| ·
|
Proposal 3: Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2017. |
| For | Against | Abstentions | Broker Non-Votes | |||
|
5,021,427 |
41,047 | 48,244 | 0 |
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 PRIORITY FINANCIAL CORP.
| Dated: | May 2, 2017 |
By: | /s/ Mark J. Myers | |||||||
| Mark J. Myers Chief Financial Officer |