IBCA (MM)

 

 

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 (Date of Earliest Event Reported): May 23, 2013

 

 

INTERVEST BANCSHARES CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		000-23377		13-3699013
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

One Rockefeller Plaza, Suite 400, New York, New York		10020-2002
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number Including Area Code: (212) 218-2800

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:

 

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

 

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

 

¨	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))

 

 

 

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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Annual Meeting of Stockholders (the “Meeting”) of Intervest Bancshares Corporation (the “Company”) was held on May 23, 2013. As reported under Item 5.07 below, at the Meeting, the Company’s stockholders elected directors and approved the Company’s 2013 Equity Incentive Plan. A copy of this plan was filed as Appendix A to the Company’s Definitive Proxy Statement, which was filed with the Securities and Exchange Commission on April 11, 2013.

Item 5.07 – Submission of Matters to a Vote of Security Holders.

As of the record date of March 28, 2013, there were a total of 21,925,089 shares of the Company’s common stock outstanding and entitled to vote at the Meeting. At the Meeting, 20,272,325 shares of common stock were present in person or by proxy, representing a quorum.

At the Meeting, the Company’s stockholders: (i) elected each of the eight persons listed below under “Election of Directors” to serve as a director of the Company until the next annual meeting of stockholders; (ii) approved the election of two additional directors listed below under “Contingent Election of Directors”, contingent upon redemption or purchase of the Company’s outstanding Series A Preferred Stock held by the U.S. Treasury; (iii) approved a non-binding advisory proposal on executive officer compensation; (iv) approved, on an advisory basis, the frequency of future advisory votes on executive compensation; (v) approved the Company’s 2013 Equity Incentive Plan; and (vi) ratified the appointment of Hacker, Johnson & Smith, P.A., P.C., as the Company’s independent auditor for 2013.

The results of the votes cast at the Meeting on the matters noted above are set out below.

 

1.	Election of Directors.

 

Directors		Votes For				Withheld				Abstain				Broker Non-Votes
Michael A. Callen			11,440,838				494,908				—				8,336,579
Lowell S. Dansker			10,788,195				1,147,551				—				8,336,579
Paul R. DeRosa			11,588,359				347,387				—				8,336,579
Stephen A. Helman			10,788,995				1,146,751				—				8,336,579
Wayne F. Holly			11,590,953				344,793				—				8,336,579
Lawton Swan, III			11,588,159				347,587				—				8,336,579
Thomas E. Willett			11,588,359				347,387				—				8,336,579
Wesley T. Wood			11,588,359				347,387				—				8,336,579

 

2.	Contingent Election of Directors.

 

Directors		Votes For				Withheld				Abstain				Broker Non-Votes
C. Wayne Crowell			11,585,409				350,037				—				8,336,579
Susan Roth Katzke			11,585,709				350,037				—				8,336,579

As is indicated above, the election of Ms. Katzke and Mr. Crowell was approved by a plurality of the Company’s common stockholders at the Meeting. However, as discussed in the Company’s Definitive Proxy Statement, their election to the Company’s Board of Directors by the Company’s common stockholders was contingent upon the Company’s redemption or purchase, prior to the Meeting, of its issued and outstanding Series A Preferred Stock held by the U.S. Treasury. Because such redemption or repurchase did not occur prior to the Meeting, this contingency was not satisfied, and therefore the election of these two directors by the Company’s common stockholders was not effective. Ms. Katzke and Mr. Crowell remain on the Company’s Board of Directors as appointees of the U.S. Treasury.

 

3.	Non-Binding Advisory Proposal on the Compensation of Executive Officers.

 

Votes For				Votes Against		Abstain		Broker Non-Votes
	11,551,120			343,437		41,189		8,336,579

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4.	Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.

 

Annually		Every Two Years		Every Three Years		Abstain		Broker Non-Votes
11,592,991		103,240		132,375		107,140		8,336,579

 

5.	Approval of the 2013 Equity Incentive Plan.

 

Votes For				Votes Against		Abstain		Broker Non-Votes
	10,314,515			1,572,095		49,136		8,336,579

 

6.	Ratification of Appointment of Hacker, Johnson & Smith P.A., P.C. as independent auditor for 2013.

 

Votes For				Votes Against		Abstain		Broker Non-Votes
	20,124,445			130,710		17,170		0

Consistent with the preference expressed by a plurality of the Company’s stockholders in the Say on Frequency Vote (proposal #4), the Board of Directors of the Company determined, at a subsequent meeting of the Board of Directors, that the Company will hold a Say on Pay vote annually until the next Say on Frequency Vote, which will occur not later than the Company’s 2019 Annual Meeting of Stockholders.

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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 thereunto duly authorized.

 

				INTERVEST BANCSHARES CORPORATION
Date: May 24, 2013				By:		/s/ Lowell S. Dansker
				Lowell S. Dansker
				Chairman and Chief Executive Officer
				(Principal Executive Officer)
Date: May 24, 2013				By:		/s/ John J. Arvonio
				John J. Arvonio
				Chief Financial and Accounting Officer
				(Principal Financial Officer)