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PBIB > SEC Filings for PBIB > Form 8-K on 18-May-2012All Recent SEC Filings

Show all filings for PORTER BANCORP, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PORTER BANCORP, INC.


18-May-2012

Submission of Matters to a Vote of Security Holders, Other Events, Financial


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

On May 16, 2012, Porter Bancorp, Inc. (NASDAQ: PBIB), parent company of PBI Bank, held its 2012 annual meeting of shareholders. At the meeting, shareholders elected seven directors, approved a non-binding advisory vote on the compensation of the company's executives, approved the increase of the authorized shares of common stock to 86,000,000 shares of voting common stock and to 34,380,437 million shares of non-voting common stock, and approved an amendment to the 2006 Non-employee Director Incentive Stock Plan. Shareholders also defeated a stockholder proposal that Porter Bancorp adopt a policy that its Chairman of the Board not be an employee or former employee of the company.

The votes cast on the five agenda items are set forth below:

1. Election of Directors.

     Director           For        Withheld   Broker non-votes

Maria L. Bouvette   8,920,891.69 1,317,871.34    611,947.00
David L. Hawkins    8,928,725.03 1,310,038.00    611,947.00
W. Glenn Hogan      8,938,379.03 1,300,384.00    611,947.00
Sidney L. Monroe    8,920,062.03 1,270,215.00    611,947.00
William G. Porter   8,898,334.69 1,340,428.34    611,947.00

Stephen A. Williams 8,940,659.03 1,298,104.00 611,947.00 W. Kirk Wycoff 8,951,262.03 1,287,501.00 611,947.00

2. Proposal to approve, in a non-binding advisory vote, the compensation of the company's executives.

For Against Abstain Broker non-votes 9,243,779.27 990,026.66 4,957.10 611,947.00

3. Approval of Increase in Authorized Shares of Voting and Non-Voting Common Stock

For Against Abstain Broker non-votes 10,072,606.86 776,738.17 1,365.00 0

4. Approval of Amendment to Non-Employee Director Stock Incentive Plan

For Against Abstain Broker non-votes 9,234,839.86 999,511.17 4,412.00 611,947.00

5. Shareholder Proposal - Independent Chairman

For Against Abstain Broker non-votes 1,953,326.55 8,273,239.51 12,196.97 611,947.00

No other proposals were voted upon at the annual meeting.




Item 8.01. Other Events

On May 16, 2012, Porter Bancorp issued a press release announcing the results of five items submitted to a vote of its shareholders at the Company's 2012 annual meeting held earlier that day. A copy of the press release is attached hereto as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No. Description of Exhibit

99.1 Press Release issued by Porter Bancorp, Inc. on May 16, 2012


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