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JAXB > SEC Filings for JAXB > Form 8-K on 24-Apr-2013All Recent SEC Filings

Show all filings for JACKSONVILLE BANCORP INC /FL/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for JACKSONVILLE BANCORP INC /FL/


24-Apr-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Su


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 23, 2013, Jacksonville Bancorp, Inc. (the "Company") amended its Amended and Restated Articles of Incorporation, as amended (the "Articles"), to provide for the declassification of its Board of Directors and the annual election of directors (the "Amendment"). The Amendment was approved by the Company's shareholders on April 23, 2013 and became effective upon its filing with the Florida Secretary of State.

As provided in the Amendment, the directors to be elected at the 2014 Annual Meeting of Shareholders will be elected to serve a two-year term and the directors to be elected at the 2015 Annual Meeting of Shareholders will be elected to serve a one-year term. At the 2016 Annual Meeting of Shareholders and at each meeting of shareholders thereafter, all directors will be elected annually. Because the declassification process in the Amendment will not be complete until the 2016 Annual Meeting of Shareholders, it will not shorten the existing terms of any of our directors. Also under the Amendment, all directors elected to fill vacancies will hold office for a term expiring at the annual meeting at which the term of the class to which they have been elected expires.

The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to such document, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders

On April 23, 2013, the Company held its Annual Meeting of Shareholders for the purpose of voting on the following proposals:

(1) To elect three of the Company's directors for a three-year term;

(2) To approve the Amendment to the Articles to declassify the Company's Board of Directors and provide for the annual election of directors;

(3) To ratify the appointment of Crowe Horwath LLP as the Company's independent auditors for 2013;

(4) To approve, on a non-binding advisory basis, the Company's executive compensation ("Say-on-Pay"); and

(5) To approve, on a non-binding advisory basis, the frequency of the Say-on-Pay vote.

The following is a summary of the final voting results for each proposal presented to the Company's shareholders.

The Company's shareholders elected each of John W. Rose, Price W. Schwenck and Gary L. Winfield, M.D. as directors to serve a three-year term, by the following votes:

                               For            Against       Abstain       Broker Non-Votes
  John W. Rose               41,976,890           9,372        3,690              1,176,027
  Price W. Schwenck          41,963,221           8,041       18,690              1,176,027
  Gary L. Winfield, M.D.     36,978,070       5,008,212        3,670              1,176,027

The Company's shareholders approved the Amendment to the Articles to declassify the Board of Directors, by the following votes:

For Against Abstain Broker Non-Votes 41,972,649 12,506 4,797 1,176,027

The Company's shareholders ratified the appointment of Crowe Horwath LLP as the Company's independent auditors for 2013, by the following votes:

For Against Abstain 43,140,870 19,982 5,127

The Company's shareholders approved the Company's executive compensation, on a non-binding advisory basis, by the following votes:

For Against Abstain Broker Non-Votes 41,956,385 25,864 7,703 1,176,027


The Company's shareholders approved one year as the frequency of the Say-on-Pay vote, on a non-binding advisory basis, by the following votes:

1 Year 2 Years 3 Years Abstain 41,397,569 2,100 562,278 28,005



Item 8.01 Other Events

On April 24, 2013, the Company announced via press release that Donald F. Glisson, Jr. was named Chairman of the Board effective April 23, 2013. A copy of the press release is attached hereto as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
  No.                                       Exhibit

 3.1         Articles of Amendment to the Amended and Restated Articles of
             Incorporation of Jacksonville Bancorp, Inc., effective as of April 23,
             2013.

99.1         Press release dated April 24, 2013.


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