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SCMF > SEC Filings for SCMF > Form 8-K on 20-Sep-2012All Recent SEC Filings

Show all filings for SOUTHERN COMMUNITY FINANCIAL CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SOUTHERN COMMUNITY FINANCIAL CORP


20-Sep-2012

Submission of Matters to a Vote of Security Holders


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

(a) The Special Meeting of the Company was held on September 19, 2012.

(b) There were a total of 16,854,775 shares of the Company's common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 11,933,544 shares of common stock, or 70.8% of the shares outstanding, were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of shareholders:

Proposal 1: APPROVAL AND ADOPTION OF THE AGREEMENT AND THE PLAN OF MERGER BY AND
BETWEEN SOUTHERN COMMUNITY FINANCIAL CORPORATION, CAPITAL BANK
FINANCIAL CORP. AND WINSTON 23 CORPORATION.

This proposal received the following votes:

For Against Abstain Broker Non-Vote 10,220,065 1,288,543 424,936 -

Based on the votes set forth above, the merger agreement was approved by shareholders.

Proposal 2: ADVISORY VOTE REGARDING COMPENSATION THAT MAY BE PAID OR BECOME
PAYABLE TO SOUTHERN COMMUNITY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.

This proposal received the following votes:

For Against Abstain Broker Non-Vote 9,009,979 2,381,509 542,056 -

Based on the votes set forth above, the compensation of the Company's named executive officers was approved by shareholders.

Proposal 3: APPROVAL OF ADJOURNMENT OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL
PROXIES:

This proposal received the following votes:

For Against Abstain Broker Non-Vote 10,111,539 1,431,785 390,220 -

Based on the votes set forth above, the adjournment of the Special Meeting to solicit additional proxies was approved by shareholders.

(c) None.

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