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

 

April 27, 2010

Date of Report (Date of earliest event reported)

 

VIST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

Pennsylvania

 

0-14555

 

23-2354007

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Ident. No.)

 

1240 Broadcasting Road, Wyomissing, Pennsylvania

 

19610

(Address of principal executive offices)

 

(Zip Code)

 

(610) 208-0966

Registrant’s telephone number, including area code

 

N/A

(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:

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             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.

 

On April 27, 2010, VIST Financial Corp. (the “Company”) held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies.  At the Annual Meeting, the shareholders of the Company voted on the following proposals stated in the Proxy Statement dated March 31, 2010.

 

The proposals voted on and approved or disapproved by the shareholders of the Company at the Annual Meeting were as follows:

 

Proposal No. 1 .  The Company’s shareholders elected five individuals to the Board of Directors as set forth below:

 

Name

 

Votes
For

 

Votes
Withheld

 

Broker
Non-Votes

 

Andrew J. Kuzneski, III

 

3,056,030

 

137,069

 

1,475,379

 

M. Domer Leibensperger

 

3,052,053

 

141,046

 

1,475,379

 

Brian R. Rich

 

2,744,249

 

448,850

 

1,475,379

 

Karen A. Rightmire

 

3,025,575

 

167,524

 

1,475,379

 

Alfred J. Weber

 

3,006,269

 

186,830

 

1,475,379

 

 

Proposal No. 2 .  The Company’s shareholders rejected the shareholder proposal regarding an advisory vote on the elimination of classified terms for the Board of Directors as set forth below:

 

Votes
For

 

Votes
Against

 

Abstentions

 

Broker
Non-Votes

 

1,304,686

 

1,849,848

 

38,565

 

1,475,379

 

 

Proposal No. 3 .  The Company’s shareholders gave advisory approval of the Company’s executive compensation program as set forth below:

 

Votes
For

 

Votes
Against

 

Abstentions

 

Broker
Non-Votes

 

4,372,591

 

246,873

 

49,012

 

 

 

Proposal No. 4 .  The Company’s shareholders ratified the appointment of ParenteBeard LLC as the independent registered public accounting firm as set forth below:

 

Votes
For

 

Votes
Against

 

Abstentions

 

Broker
Non-Votes

 

4,590,727

 

58,271

 

19,478

 

 

 

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.

 

 

VIST FINANCIAL CORP.

 

 

Dated:  May 3, 2010

 

 

 

 

By:

/s/  Edward C. Barrett

 

 

Edward C. Barrett

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

2


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