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 8, 2018
NICOLET BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-37700 | 47-0871001 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
111 North Washington Street
Green Bay, Wisconsin 54301
(Address of principal executive offices)
(920) 430-1400
(Registrant’s telephone number, including area code)
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.)
Emerging Growth Company x
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 |
At the annual meeting of the shareholders of Nicolet Bankshares, Inc. (“Nicolet”), held on May 8, 2018 (the “Annual Meeting”), Nicolet’s shareholders approved the following proposals by the votes set forth below:
Proposal 1: Election of Directors
| Name | For | Withheld | Broker Non-Votes |
| Robert W. Agnew | 5,160,288 | 1,424,419 | 1,762,229 |
| Robert B. Atwell | 6,504,962 | 82,745 | 1,762,229 |
| Michael E. Daniels | 6,508,109 | 76,598 | 1,762,229 |
| John N. Dykema | 5,241,919 | 1,342,788 | 1,762,229 |
| Terrence R. Fulwiler | 6,500,955 | 83,752 | 1,762,229 |
| Christopher J. Ghidorzi | 6,482,565 | 102,142 | 1,762,229 |
| Michael J. Gilson | 6,449,264 | 135,443 | 1,762,229 |
| Thomas L. Herlache | 6,164,031 | 420,676 | 1,762,229 |
| Andrew F. Hetzel, Jr. | 6,454,608 | 130,099 | 1,762,229 |
| Donald J. Long, Jr. | 6,515,782 | 68,925 | 1,762,229 |
| Dustin J. McClone | 6,486,179 | 98,528 | 1,762,229 |
| Susan L. Merkatoris | 6,526,750 | 57,957 | 1,762,229 |
| Randy J. Rose | 5,133,416 | 1,451,290 | 1,762,229 |
| Oliver Pierce Smith | 6,518,428 | 66,279 | 1,762,229 |
| Robert J. Weyers | 6,517,511 | 70,196 | 1,762,229 |
Proposal 2: Ratification of the selection of Porter Keadle Moore, LLC as Nicolet’s independent registered public accounting firm for the year ending December 31, 2018.
| For | Against | Abstain | Broker Non-Votes | |||
| 8,164,822 | 176,981 | 9,241 | N/A |
Proposal 3: Approval of the Nicolet Bankshares, Inc. Employee Stock Purchase Plan.
| For | Against | Abstain | Broker Non-Votes | |||
| 6,138,847 | 401,129 | 48,281 | 1,762,229 |
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.
| Date: May 9, 2018 | NICOLET BANKSHARES, INC. | ||
| By: | /s/ Ann K. Lawson | ||
| Name: Ann K. Lawson | |||
| Title: Chief Financial Officer | |||