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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 7, 2018

 

Guaranty Bancorp

(Exact name of registrant as specified in its charter)

 



 

 

 

 

Delaware

 

000-51556

 

41-2150446

(State or other jurisdiction of

 

(Commission

 

(IRS Employer

incorporation)

 

File Number)

 

Identification No.)



 



 

 

1331 Seventeenth St., Suite 200

Denver, CO

 

80202

(Address of principal executive offices)

 

(Zip Code)



 

(303) 675-1194
(Registrant’s telephone number, including area code)

 

None

(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 12-b2 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 May 8, 2018, Guaranty Bancorp (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”).  The proposals voted on at the Annual Meeting and the final voting results are as follows:



1)

Proposal 1.  With respect to the proposal to elect nine members of the Company’s Board of Directors, the following persons were elected to serve as directors of the Company and received the number of votes set forth opposite their respective names:





 

 

 

 

Nominee

For

Against

Abstain

Broker Non-Votes

Suzanne R. Brennan

21,648,672  84,442  105,655 

    4,409,197

Edward B. Cordes

21,427,662  305,452  105,655 

    4,409,197

John M. Eggemeyer

21,600,421  132,693  105,655 

    4,409,197

Keith R. Finger

21,700,305  108,049  30,415 

    4,409,197

Stephen D. Joyce

21,407,228  401,126  30,415 

    4,409,197

Gail H. Klapper

21,587,184  221,170  30,415 

    4,409,197

Stephen G. McConahey

21,660,030  72,981  105,758 

    4,409,197

Paul W. Taylor

21,620,662  112,452  105,655 

    4,409,197

W. Kirk Wycoff

19,463,828  2,269,886  105,055 

    4,409,197



2)

Proposal 2.  The proposal to ratify the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018 was approved by the following vote:





 

 

 

For

Against

Abstain

Non-Votes

25,079,040  1,163,161  5,765 

-



Item 7.01       Regulation FD Disclosure.*

 

On May 8, 2018, the Company issued a press release announcing that its Board of Directors declared a quarterly cash dividend of $0.1625 per common share payable on May 25, 2018 to stockholders of record as of the close of business on May 18, 2018.  A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.



_______________________



* The information furnished under Item 7.01 of this Current Report on Form 8-K, including the exhibit attached hereto and incorporated by reference into this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing.



Item 9.01       Financial Statements and Exhibits.

 

(d)   Exhibits

 

The following exhibit is filed with this Current Report on Form 8-K:

 



 

 

Exhibit No.

 

Description

Exhibit 99.1

 

Press Release dated May 8, 2018



_______________________






 



 

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.

 

 



 

 

 

GUARANTY BANCORP

 

 

 

 

 

 

By:

/s/ Christopher G. Treece

 

 

Name: Christopher G. Treece

 

 

Title: Executive Vice President, Chief Financial Officer and Secretary



 

Date:  May 8, 2018

 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

Exhibit 99.1

 

Press Release dated May 8, 2018