- Amended Quarterly Report (10-Q/A)
November 16 2009 - 4:37PM
Edgar (US Regulatory)
U.S. SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
AMENDMENT NO. 1
[X]
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF
1934
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For the quarterly period
ended June 30, 2009
[_]
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TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the transition period
from ________________ to __________________.
Commission file number:
000-14209
FIRSTBANK CORPORATION
(Exact
name of registrant as specified in its charter)
Michigan
(State of Incorporation)
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38-2633910
(I.R.S. Employer Identification No.)
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311 Woodworth Avenue
Alma, Michigan
(Address of principal executive offices)
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48801
(Zip Code)
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Registrants
telephone number, including area code: (989) 463-3131
Indicate by check mark whether the
registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes
X
No
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes
X
No
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See the definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of
the Exchange Act.
Large accelerated filer
Accelerated filer
X
Non-accelerated filer
Smaller reporting company
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
No
X
Common
stock outstanding at July 31, 2009: 7,671,776 shares.
INDEX
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PART II.
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OTHER INFORMATION
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Item 4.
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Submission of Matters to a Vote of Security Holders
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Page 2
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Item 6.
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Exhibits
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Page 2
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SIGNATURES
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Page 3
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EXHIBIT INDEX
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Page 4
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1
EXPLANATORY NOTE
This Amendment No. 1 amends the
Firstbank Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2009,
filed on August 7, 2009 (the Original Filing). Part II Item 4 of the Original
Filing is being amended to include the results of the advisory vote on the executive
compensation program. The Original Filing disclosed the results of the election of
directors but inadvertently omitted the results of the advisory vote on executive
compensation.
To comply with certain technical
requirements of the SECs rules in connection with filing this amendment, we are
including as exhibits current dated certifications of our principal executive officer and
principal financial officer.
No other changes or updates are being
made to the Original Filing. There are no changes to the financial results reported in the
Original Filing.
PART II. OTHER INFORMATION
Item 4. Submission of
Matters to a Vote of Security Holders
The annual meeting was held on April
27, 2009. At the meeting, three directors were elected to hold office, each for a term of
three years.
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Vote
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Director Nominee:
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Term Expires
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For:
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Withheld:
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Jeff A. Gardner
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2012
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5,357,111
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190,120
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David D. Roslund
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2012
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5,312,363
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234,868
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Thomas R. Sullivan
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2012
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5,136,756
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410,475
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At the April 27, 2009 annual
meeting the shareholders voted on advisory approval of Firstbank Corporation's
executive compensation plan.
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Vote
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For:
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Against:
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To provide advisory approval of
Firstbank Corporation's executive
compensation program:
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4,879,016
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406,635
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Item 6.
Exhibits
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31.1
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Certificate
of the President and Chief Executive Officer of Firstbank Corporation pursuant to 18
U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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31.2
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Certificate
of the Executive Vice President and Chief Financial Officer of Firstbank Corporation
pursuant to 18 U.S.C. Section 7241, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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32.1
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Certificate
of the Chief Executive Officer and the Chief Financial Officer of Firstbank Corporation
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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2
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 thereunto duly authorized.
Date: November 13, 2009
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FIRSTBANK CORPORATION
(Registrant)
/s/ Thomas R. Sullivan
Thomas R. Sullivan
President, Chief Executive Officer
(Principal Executive Officer)
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Date: November 13, 2009
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/s/ Samuel G. Stone
Samuel G. Stone
Executive Vice President, Chief Financial Officer
(Principal Accounting Officer)
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3
EXHIBIT INDEX
31.1
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Certificate
of the Chief Executive Officer of Firstbank Corporation pursuant to 18 U.S.C. Section
7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certificate
of the Chief Financial Officer of Firstbank Corporation pursuant to 18 U.S.C. Section
7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certificate
of the Chief Executive Officer and the Chief Financial Officer of Firstbank Corporation
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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4
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