Current Report Filing (8-k)
May 02 2016 - 5:09PM
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
May 2, 2016
(Date of Report/Date of earliest event
reported)
BANK MUTUAL CORPORATION
(Exact name of registrant as specified
in its charter)
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WISCONSIN
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000-31207
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39-2004336
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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4949 West Brown Deer Road
Milwaukee, Wisconsin 53223
(Address and zip code of principal executive
offices)
(414) 354-1500
(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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of
Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of Bank Mutual Corporation
(the “Company”) on May 2, 2016 (the “Annual Meeting”), the Company’s shareholders: (i) elected four
members of the Company’s Board of Directors to serve until the Company’s annual meeting in the year 2019; (ii) ratified
the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent auditors for 2016; and (iii)
approved, in an advisory vote, the compensation of the Company’s named executive officers. There were 45,575,567 outstanding
shares eligible to vote as of March 1, 2016, the record date for the Annual Meeting.
The directors elected to the Company’s Board for terms
expiring at the Company’s annual meeting in the year 2019, as well as the number of votes cast for, votes withheld and broker
non-votes with respect to each of these individuals, are set forth below
*
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Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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David A. Baumgarten
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34,099,656
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1,594,822
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5,697,297
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Richard A. Brown
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34,413,333
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1,277,752
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5,697,297
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Mark C. Herr
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34,255,499
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1,438,980
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5,697,297
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Mike I. Shafir
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30,566,953
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5,127,526
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5,697,297
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The terms of office for the following directors continue until
the annual meeting of shareholders in the year set forth below:
Director
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Term
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Director
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Term
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David C. Boerke
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2017
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Thomas H. Buestrin
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2018
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Lisa A. Mauer
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2017
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Michael T. Crowley, Jr.
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2018
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Robert B. Olson
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2017
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William J. Mielke,
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2018
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The proposal to ratify the Audit Committee’s selection
of Deloitte & Touche LLP as the Company’s independent auditors for 2016 received the following votes:
Votes for approval:
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40,526,130
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Votes against:
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387,667
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Abstentions:
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478,348
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The advisory proposal to approve the compensation
of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive
Compensation” in the Company’s Proxy Statement for the 2016 Annual Meeting, which was filed with the Securities and
Exchange Commission on March 9, 2016, received the following votes:
Votes for approval:
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28,827,356
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Votes against:
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6,349,836
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Abstentions:
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520,659
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Broker Non-Votes:
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5,697,297
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* * * * *
*
Total
votes cast
for each nominee or matter, together with broker non-votes, may vary
due to the rounding of fractional share interests
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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.
Date: May 2, 2015
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BANK MUTUAL CORPORATION
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(Registrant)
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By:
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/s/ Michael W. Dosland
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Michael W. Dosland
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Senior Vice President and
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Chief Financial Officer
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