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CARV > SEC Filings for CARV > Form 8-K on 27-Oct-2011All Recent SEC Filings

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Form 8-K for CARVER BANCORP INC


27-Oct-2011

Submission of Matters to a Vote of Security Holders


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

On October 25, 2011, Carver Bancorp, Inc. (the "Company") held its Annual Meeting of Stockholders. At the Annual Meeting, stockholders considered the election of directors, the ratification of the independent registered public accountants, an advisory vote regarding the compensation of the Company's named executive officers, an amendment to the Certificate of Incorporation pursuant to which the Company would effect a 1-for-15 reverse stock split of its common stock, and five proposals related to the Company's recent recapitalization. A breakdown of the votes cast is set forth below.

                                                       Broker
                                  For      Withheld   non-votes
1. The election of Directors

Robert G. Holland, Jr.         1,751,995   105,019     411,668

Janet L. Rollé                 1,752,246   104,769     411,667

2. The ratification of the appointment of KPMG LLP as independent public accounting firm for the Company for the fiscal year ending March 31, 2011.

For Against Abstain Broker non-votes 2,215,264 35,183 18,236 0

3. To consider and act upon an advisory, non-binding resolution regarding the compensation of the Company's named executive officers.

For Against Abstain Broker non-votes 1,704,337 74,576 78,415 411,354

4. To consider and act upon an amendment to the Certificate of Incorporation to effect a 1-for-15 reverse stock split.

For Against Abstain Broker non-votes 2,144,865 108,679 15,138 0

5. To consider and act upon an amendment to the Certificate of Incorporation increasing the number of shares of authorized common stock.

For Against Abstain Broker non-votes 1,669,897 172,649 14,781 411,355


6. To consider and act upon the conversion of 55,000 shares of the Company's Series C Preferred Stock into shares of common stock and Series D Preferred Stock.

For Against Abstain Broker non-votes 1,712,016 131,440 13,872 411,354

7. To consider and act upon the issuance of up to 45,118 shares of Series D Preferred Stock.

For Against Abstain Broker non-votes 1,717,431 126,052 13,845 411,354

8. To consider and act upon the subsequent conversion of the Series D Preferred Stock into shares of common stock in the event of certain transfers.

For Against Abstain Broker non-votes 1,709,761 130,212 17,354 411,355

9. To consider and act upon the exchange of 18,980 shares of Series B Preferred Stock held by the United States Department of the Treasury for shares of common stock.

For Against Abstain Broker non-votes 1,788,723 50,689 17,915 411,355

10. To consider and act upon an amendment to the Certificate of Incorporation that will permit the United States Department of the Treasury to vote shares of common stock in excess of 10% of the Company's outstanding common stock.

For Against Abstain Broker non-votes 1,799,135 41,891 16,300 411,356

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