The annual meeting of the shareholders of the Company was held on May 22, 2012. At the Annual Meeting of the Shareholders, proxies were solicited under Regulation 14 of the Securities Exchange Act of 1934. Total shares eligible to vote amounted to 8,439,258. A total of 5,124,621.35 shares (60.72%) were represented by shareholders, in attendance or by proxy. The following directors were elected to serve one year until the next annual meeting.

                             For         Against

Scott L. Downing.        5,086,020.18   38,601.17
M. Frederick Dwozan, Jr. 5,104,395.38   20,225.97
Edward J. Harrell        4,859,489.38   265,306.97
Terry L. Hester          5,082,965.38   41,655.97
Davis W. King, Sr.       5,098,162.38   26,458.97
Mark H. Massee           5,094,129.38   30,491.97
Jonathan W. R. Ross.     5,104,418.38   20,202.97
B. Gene Waldron          5,070,846.18   53,775.17

The shareholders approved the Advisory (non-binding) Resolution on Executive Compensation with a final vote count as follows:

For Against Abstain
5,012,583.04 39,876.68 72,161.64