Current Report Filing (8-k)
December 30 2015 - 4:44PM
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): December 30, 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) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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4222 Cox Road, Glen Allen, Virginia |
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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:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
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)) |
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On December 30, 2015, First
Capital Bancorp, Inc. (the Company) held a special meeting of its shareholders in Glen Allen, Virginia. At the special meeting, the Companys shareholders were asked to consider and vote upon: (i) the approval and adoption of
the Agreement and Plan of Merger, dated as of September 30, 2015, by and between Park Sterling Corporation (Park Sterling) and the Company (the Merger Agreement), pursuant to which the Company will merge (the
Merger) with and into Park Sterling Corporation (the Merger Agreement Proposal); (ii) the approval, on a non-binding advisory basis, of certain golden parachute compensation payable under existing agreements
to certain officers of the Company in connection with the Merger (the Compensation Proposal), and (iii) the approval of a proposal to adjourn or postpone the special meeting, if necessary or appropriate, including to solicit
additional proxies in favor of approving the Merger Agreement Proposal (the Adjournment Proposal).
The Merger Agreement
Proposal was approved by the holders of a majority of the shares of the Companys common stock outstanding and entitled to vote at the special meeting. The results of the voting on the Merger Agreement Proposal are set forth below:
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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10,246,901 |
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16,075 |
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7,862 |
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0 |
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The Compensation Proposal was approved by the holders of a majority of the shares of the Companys common
stock voted thereon at the special meeting (without regard to proxies marked Abstain). The results of the voting on the Compensation Proposal are set forth below:
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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9,284,277 |
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905,415 |
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81,146 |
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0 |
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The Adjournment Proposal was approved by the holders of a majority of the shares of the Companys common
stock voted thereon at the special meeting (without regard to proxies marked Abstain). Given that there were sufficient votes to approve the Merger Agreement Proposal at the special meeting, the Company did not take any action to adjourn
or postpone the special meeting. The results of the voting on the Adjournment Proposal are set forth below:
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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10,219,829 |
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40,478 |
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10,531 |
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0 |
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2
SIGNATURE
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.
Date: December 30, 2015
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FIRST CAPITAL BANCORP, INC. |
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By: |
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/s/ Robert G. Watts, Jr. |
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Robert G. Watts, Jr. |
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President and Acting Chief Executive Officer |
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