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CYN > SEC Filings for CYN > Form 8-K on 22-Apr-2013All Recent SEC Filings

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Form 8-K for CITY NATIONAL CORP


22-Apr-2013

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 17, 2013, City National Corporation (the "Corporation") held its annual meeting of stockholders at which the stockholders of the Corporation approved the material terms of the Corporation's 2008 Omnibus Plan (the "2008 Omnibus Plan"), including an amendment to increase authorized shares. The material terms of the 2008 Omnibus Plan, including the amendment thereto, are described under "Proposal 3: Approval of the Material Terms of the 2008 Omnibus Plan, Including an Amendment to Increase Authorized Shares" in the Corporation's Definitive Proxy Statement on Schedule 14A which was filed with the Securities and Exchange Commission on March 5, 2013 (the "2013 Proxy Statement"), which description is incorporated into this item 5.02 by reference. The description of the material terms of the 2008 Omnibus Plan is qualified in its entirety by reference to the actual terms of the 2008 Omnibus Plan attached as Appendix A to the 2013 Proxy Statement.

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

On April 17, 2013, the Corporation held its annual meeting of stockholders. The Corporation's stockholders approved each of the four proposals detailed in the Corporation's 2013 Proxy Statement.

Proposal 1



Seven board nominees for director were elected by a majority of votes cast for a
term of one year or until their successors are duly elected and qualified.  The
voting results are as follows:



Name                     For        Against     Abstain   Broker Non-Vote

Kenneth L. Coleman    43,754,401    4,160,601    77,431         2,669,761
Bruce Rosenblum       43,758,150    4,151,096    83,187         2,669,761
Peter M. Thomas       47,270,844      613,018   108,571         2,669,761
Christopher Warmuth   45,342,562    2,570,382    79,489         2,669,761
Russell Goldsmith     46,898,468    1,011,360    82,605         2,669,761
Ronald L. Olson       37,512,717   10,404,126    75,590         2,669,761
Robert H. Tuttle      43,864,438    4,042,589    85,406         2,669,761

Proposal 2

The stockholders ratified the selection of KPMG as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2013. The voting results are as follows:

For Against Abstain Broker Non-Vote

50,388,501 190,788 82,905 -


Proposal 3

The stockholders approved the material terms of the 2008 Omnibus Plan, including an amendment to increase the number of authorized shares. The voting results are as follows:

For Against Abstain Broker Non-Vote

41,626,854 6,208,453 157,126 2,669,761

Proposal 4



The advisory vote on executive compensation received the vote of a majority of
shares represented and entitled to vote at the meeting.  The voting results are
as follows:



For           Against    Abstain   Broker Non-Vote

38,141,699   9,669,253   181,481      2,669,761




Item 9.01.                        Financial Statements and Exhibits.



(d)                    Exhibits.



10.1   City National Corporation 2008 Omnibus Plan, included as Appendix A to
       the proxy statement filed on March 5, 2013 and incorporated herein by
       reference.


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