- Current report filing (8-K)
January 31 2012 - 5:23PM
Edgar (US Regulatory)
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): January 27, 2012
IBERIABANK CORPORATION
(Exact name of Registrant as Specified in Charter)
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Louisiana
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0-25756
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72-1280718
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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200 West Congress Street, Lafayette, Louisiana 70501
(Address of Principal Executive Offices)
(337) 521-4003
Registrants 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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The
Companys Board of Directors (the Board) has approved an amendment to the Companys Corporate Governance Guidelines (the Guidelines) regarding majority voting for directors. The Board reviewed recent governance
developments and an interested shareholder input on the subject of majority voting in the election of directors. The Board concluded that when shareholders vote withheld more than for with regard to a director nominee, the
Nominating and Corporate Governance Committee (the Committee) and the Board should carefully consider and assess whether it would be appropriate for the director to remain on the Board.
As amended, the Guidelines provide that in an uncontested director election, any nominee for director who receives a greater number of
votes withheld from his or her election than votes for such election (a Majority Withheld Vote) would promptly tender his or her resignation following certification by the Secretary of the shareholder vote. The
current plurality vote standard will be retained for contested director elections (elections in which the number of director nominees exceeds the number of Board seats).
The Committee would promptly consider the resignation offer, and a range of possible responses based on the circumstances that led to the Majority Withheld Vote, if known, and make a recommendation to the
Board. The Board would act on the Committees recommendation within 90 days following certification of the shareholder vote.
If each member of the Committee received a Majority Withheld Vote at the same election, then the directors who did not receive a Majority Withheld Vote would consider the resignation offers and recommend
to the Board whether to accept them. If three or fewer directors failed to receive a Majority Withheld Vote, all directors may participate in the action regarding the resignation offers. Any director who tenders his or her resignation pursuant to
the Guidelines would not participate in the Committees recommendation or Board action regarding whether to accept his or her individual offer to resign. Thereafter, the Board would promptly disclose its decision-making process and decision
regarding whether to accept the directors resignation offer (or the reason(s) for rejecting the resignation offer, if applicable) in a Current Report on Form 8-K furnished to the Securities and Exchange Commission.
A link to the amended Guidelines is on the Investor Relations portion of the Companys website at
http://www.iberiabank.com
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Item 9.01
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Financial Statements and Exhibits
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99.1
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IBERIABANK Corporation Corporate Governance Guidelines, as amended.
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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.
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IBERIABANK CORPORATION
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Date: January 31, 2012
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By:
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/s/ Daryl G. Byrd
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Daryl G. Byrd
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
Number
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99.1
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IBERIABANK Corporation Corporate Governance Guidelines, as amended.
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