- Current report filing (8-K)
20 Septiembre 2012 - 3:46PM
Edgar (US Regulatory)
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: September 19, 2012
Southern Community Financial Corporation
North Carolina
|
000-33227
|
56-2270620
|
(State of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer
|
|
|
Identification No.)
|
4605 Country Club Road, Winston-Salem, North Carolina
|
27104
|
(Address of principal executive offices)
|
(Zip Code)
|
Issuer's telephone number: (336) 768-8500
_________________________
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 of Security Holders.
|
(a)
|
The Special Meeting of the Company was held on September 19, 2012.
|
|
(b)
|
There were a total of 16,854,775 shares of the Company’s common stock outstanding and entitled
to vote at the Special Meeting. At the Special Meeting, 11,933,544 shares of common stock, or 70.8% of the shares outstanding,
were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of
Directors to a vote of shareholders:
|
|
Proposal 1:
|
APPROVAL AND ADOPTION
OF THE AGREEMENT AND THE PLAN OF MERGER BY AND BETWEEN SOUTHERN COMMUNITY FINANCIAL CORPORATION, CAPITAL BANK FINANCIAL CORP.
AND WINSTON 23 CORPORATION
.
|
This proposal
received the following votes:
For
|
Against
|
Abstain
|
Broker Non-Vote
|
10,220,065
|
1,288,543
|
424,936
|
-
|
Based on the votes set forth above, the
merger agreement was approved by shareholders.
|
Proposal 2:
|
ADVISORY VOTE REGARDING
COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO SOUTHERN COMMUNITY’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE
MERGER
.
|
This proposal
received the following votes:
For
|
Against
|
Abstain
|
Broker Non-Vote
|
9,009,979
|
2,381,509
|
542,056
|
-
|
Based on the votes set forth above, the
compensation of the Company’s named executive officers was approved by shareholders.
|
Proposal 3:
|
APPROVAL OF ADJOURNMENT
OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES
:
|
This proposal
received the following votes:
For
|
Against
|
Abstain
|
Broker Non-Vote
|
10,111,539
|
1,431,785
|
390,220
|
-
|
Based on the votes set forth above, the adjournment of the Special
Meeting to solicit additional proxies was approved by shareholders.
Item 9.01 Financial Statements and Exhibits.
(
d) Exhibits
99.1 Press release dated September 20, 2012
Signatures
Pursuant to the requirements of the Securities Exchange Act
of 1934, Southern Community Financial Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
Southern Community Financial Corporation
|
|
|
September 20, 2012
|
|
|
By:
/s/ James Hastings
|
|
Name: James Hastings
|
|
Title: Interim Chief Executive Officer and Chief Financial Officer
|
Southern Community Financial (NASDAQ:SCMF)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Southern Community Financial (NASDAQ:SCMF)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024