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IMCB > SEC Filings for IMCB > Form 8-K on 30-Apr-2013All Recent SEC Filings

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

Form 8-K for INTERMOUNTAIN COMMUNITY BANCORP


30-Apr-2013

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


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year End
At the Annual Meeting held on April 24, 2013, the shareholders of Intermountain Community Bancorp (the "Company") approved an amendment to the Company's articles of incorporation to declassify the board of directors and require that each director stand for election annually. A copy of the amendment to the articles of incorporation, as filed with the Idaho Secretary of State on April 25, 2013, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders

As noted above, the Company's Annual Meeting was held on April 24, 2013. There were 2,603,674 shares outstanding and entitled to vote at the Annual Meeting; of those shares, 2,369,448 were present in person or by proxy. The following matters were voted upon at the Annual Meeting:

1. Proposal No. 1, the election of four members to the Board of Directors for a three-year term; however, because Proposal No. 2 was approved by shareholders, each of the four members elected, along with all other directors, will stand for election at the 2014 annual meeting and annually thereafter;

2. Proposal No. 2, an amendment to the articles of incorporation to declassify the board of directors and require that each director stand for election annually;

3. Proposal No. 3, approval of an advisory (non-binding) vote on executive compensation; and

4. Proposal No. 4, ratification of the appointment of BDO USA, LLP to serve as the Company's independent registered public accounting firm for the fiscal year 2013.

The following is a summary of the voting results for the matters voted upon by the shareholders.
Proposal No. 1 - Election of Directors


   Director's Name          Votes For        Votes Withheld     Broker Non-Votes

James T. Diehl              2,002,182            18,499              348,767
Russell J. Kubiak           2,002,159            18,522              348,767
John B. Parker              2,003,355            17,326              348,767
Jim Patrick                 2,001,368            19,313              348,767

Proposal No. 2 - Amendment to Articles of Incorporation to declassify the board of directors and require that each director stand for elections annually.
Votes For Votes Against Abstentions Broker Non-Votes 2,003,242 10,428 7,011 348,767

Proposal No. 3 - Approve advisory (non-binding) vote to approve executive

compensation

      Votes For           Votes Against        Abstentions      Broker Non-Votes
      1,977,296              26,029              17,356              348,767

Proposal No. 4 - Ratify appointment of BDO USA, LLP as the independent registered public accounting firm for fiscal year 2013

Votes For Votes Against Abstentions Broker Non-Votes 2,354,911 6,458 8,079 0

Item 9.01.    Exhibits.

(d)   Exhibits. The following exhibits are being filed herewith:

Exhibit No.           Description

3.1                Amendment to Amended and Restated Articles of Incorporation,
                   as filed with the Idaho Secretary of State on April 25, 2013.


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