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CRRB > SEC Filings for CRRB > Form 8-K on 27-Aug-2012All Recent SEC Filings

Show all filings for CARROLLTON BANCORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CARROLLTON BANCORP


27-Aug-2012

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


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

At a special meeting of shareholders of Carrollton Bancorp ("Carrollton") held on August 23, 2012 (the "Special Meeting"), Carrollton's shareholders approved the proposal to adopt the previously announced Agreement and Plan of Merger, dated as of April 8, 2012, as amended on May 7, 2012, by and among Carrollton, Jefferson Bancorp, Inc. ("Jefferson") and Financial Services Partners Fund I, LLC (the "Merger Agreement"). The Merger Agreement provides for the merger of Jefferson with and into Carrollton, with Carrollton continuing as the surviving corporation, and remains subject to regulatory approval and customary closing conditions.

The holders of a majority of the shares of Carrollton's common stock, present or represented at the Special Meeting by proxy and entitled to vote, also approved, on an advisory non-binding basis, the proposal regarding certain compensation arrangements for Carrollton's named executive officers in connection with the merger. In connection with the Special Meeting, Carrollton had also solicited proxies with respect to the adjournment of the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the Merger Agreement. Because there were sufficient votes from Carrollton's shareholders to approve the proposal to adopt the Merger Agreement, adjournment of the Special Meeting to solicit additional proxies was unnecessary, and the proposal to adjourn the Special Meeting was tabled.

Each proposal is described in detail in Carrollton's definitive proxy statement dated July 11, 2012, which was filed with the Securities and Exchange Commission and first mailed to Carrollton's shareholders on or about July 16, 2012. Shareholders owning a total of 2,043,779.06 shares voted at the Special Meeting, representing approximately 79.24% of the shares of Carrollton's common stock outstanding as of the record date for the Special Meeting.

A summary of the voting results for each proposal, including the number of votes cast for or against, and abstentions, is set forth below:

Proposal to Adopt the Merger Agreement:

FOR AGAINST ABSTAIN

1,999,906.80 40,944.87 2,928.00

Proposal to Approve, on an Advisory Non-Binding Basis, Certain Merger-Related Executive Compensation Arrangements:

FOR AGAINST ABSTAIN

1,184,109.49 784,105.26 75,564.91

Proposal to Adjourn the Special Meeting:

The proposal to adopt the Merger Agreement was approved, and therefore this proposal was tabled.

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Item 8.01 Other Events.

On August 27, 2012, Carrollton issued a press release announcing that its shareholders voted at the Special Meeting to adopt the proposed Merger Agreement.

The text of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

Exhibit Description

99.1 Press Release of Carrollton Bancorp dated August 27, 2012.

Forward-Looking Statements:

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning Carrollton and Jefferson and the financial condition and projected expenses of Carrollton, Jefferson and the combined company. These forward-looking statements about future expectations, plans and prospects of Carrollton, Jefferson and the combined company involve significant risks, uncertainties and assumptions, including risks that can be found in the "Risk Factors" section of the Carrollton Annual Report on Form 10-K on file with the Securities and Exchange Commission and the other reports that Carrollton periodically files with the Securities and Exchange Commission. Actual results may differ materially from those Carrollton contemplated by these forward-looking statements. These forward looking statements reflect management's current views, and Carrollton does not undertake to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date of this release.

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