Current Report Filing (8-k)
May 22 2015 - 4:03PM
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
Date of Report: (Date of Earliest Event Reported): May 20, 2015
FIRST CAPITAL BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
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Virginia |
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001-33543 |
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11-3782033 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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4222 Cox Road
Glen Allen, VA |
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23060 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (804) 273-1160
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)) |
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
First Capital Bancorp, Inc. (the
Company) held its 2015 Annual Meeting of Stockholders on May 20, 2015. At the annual meeting, the Companys stockholders: (i) elected the five persons listed below under Proposal 1 to serve as directors until the 2018
Annual Meeting of Stockholders or until their successors are duly elected and qualified; (ii) approved, in an advisory (non-binding) vote, the compensation of executives disclosed in the Proxy Statement for the 2015 Annual Meeting of
Stockholders and (iii) ratified the appointment of BDO USA LLP as the Companys independent registered public accountant for 2015. The voting results for each proposal are as follows:
Proposal 1: To elect five directors to serve until the 2018 Annual Meeting:
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Nominee: |
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Term-Ending |
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Votes FOR |
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Votes WITHHELD |
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Broker Non-Votes |
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Neil P. Amin |
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2018 |
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9,395,284 |
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621,376 |
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1,677,382 |
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Kenneth R. Lehman |
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2018 |
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9,887,851 |
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128,809 |
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1,677,382 |
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John M. Presley |
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2018 |
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9,131,310 |
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885,350 |
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1,677,382 |
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Debra L. Richardson |
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2018 |
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9,910,026 |
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106,634 |
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1,677,382 |
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Robert G. Watts, Jr. |
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2018 |
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9,161,780 |
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854,880 |
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1,677,382 |
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Proposal 2: To approve, in advisory (non-binding) vote, the compensation of executives disclosed in the Proxy Statement:
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Votes FOR |
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Votes AGAINST |
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Votes ABSTAIN |
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Broker Non-Votes |
9,575,678 |
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179,099 |
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241,883 |
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1,677,382 |
Proposal 3: To ratify the appointment of BDO USA LLP as the Companys independent registered public accounting firm
for 2015:
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Votes FOR |
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Votes AGAINST |
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Votes ABSTAIN |
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Broker Non-Votes |
11,658,236 |
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34,681 |
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1,125 |
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0 |
On May 20, 2015, First Capital Bancorp, Inc. issued a press release announcing the
Board of Directors declaration of a cash dividend of $0.01 for each share of common stock outstanding. The dividend is payable June 25, 2015 to stockholders of record on June 10, 2015. A copy of the Companys press release is
attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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99.1 |
First Capital Bancorp, Inc. press release |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FIRST CAPITAL BANCORP, INC. |
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Date: May 21, 2015 |
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By: |
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/s/ William W. Ranson |
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William W. Ranson |
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Executive Vice President and |
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Chief Financial Officer |
Exhibit 99.1
For Immediate Release:
First Capital Bancorp, Inc.,
Announces $0.01 Cash Dividend
May 20, 2015, Glen Allen, Virginia. First Capital Bancorp, Inc., (the Company) (NASDAQ: FCVA) parent company to First Capital Bank
(the Bank) announced a common stock cash dividend at its annual stockholders meeting held on May 20, 2015. The Board of Directors declared a cash dividend of $0.01 per common share, payable on June 25, 2015, to stockholders of
record on June 10, 2015. The amount and declaration of future cash dividends is subject to the approval of the Board of Directors in addition to regulatory restrictions.
First Capital Bancorp, Inc. is the one-bank holding company for First Capital Bank. First Capital Bank is a community bank with eight branches in Innsbrook,
Chesterfield Towne Center, near Willow Lawn on Staples Mill Road, in Ashland, at Three Chopt and Patterson in Henrico County, at the James Center in downtown, Richmond, and in Bon Air, Chesterfield County and inside the Village at Swift Creek Kroger
store
This press release may contain forward-looking statements, within the meaning of federal securities laws that involve significant
risks and uncertainties. Statements herein are based on certain assumptions and analyses by the Company and are factors it believes are appropriate in the circumstances. Actual results could differ materially from those contained in or implied by
such statements for a variety of reasons including, but not limited to: changes in interest rates; changes in accounting principles, policies, or guidelines; significant changes in the economic scenario: significant changes in regulatory
requirements; and significant changes in securities markets. Consequently, all forward-looking statements made herein are qualified by these cautionary statements and the cautionary language in the Companys most recent Form 10-K and 10-Q
reports and other documents filed with the Securities and Exchange Commission. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
Contact:
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John M. Presley |
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Or |
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William W. Ranson |
Managing Director and CEO |
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Executive Vice President and CFO |
804-273-1254 |
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804-273-1160 |
JPresley@1capitalbank.com |
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WRanson@1capitalbank.com |
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