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WFBI > SEC Filings for WFBI > Form 8-K on 3-May-2013All Recent SEC Filings

Show all filings for WASHINGTONFIRST BANKSHARES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WASHINGTONFIRST BANKSHARES, INC.


3-May-2013

Entry into a Material Definitive Agreement, Financial Statements


Item 1.01 Entry into a Material Definitive Agreement.
The information required by this item is included in Item 5.02 below and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 30, 2013, WashingtonFirst Bankshares, Inc. (the "Company") held its 2013 Annual Meeting of Shareholders (the "Annual Meeting"), at which the Company's shareholders approved the WashingtonFirst Bankshares, Inc. 2010 Equity Compensation Plan, as Amended ("Amended Plan"). The Amended Plan permits the Company to issue Incentive Stock Options ("ISOs") meeting the requirements of
Section 422 of the Internal Revenue Code. The Company's 2010 Equity Compensation Plan (including all prior amendments thereto, the "2010 Plan"), was originally adopted by the Company's board of directors (the "Board") in February 2010 following the formation of the Company as a holding company for WashingtonFirst Bank. On August 9, 2012, the Board amended the 2010 Plan to increase by 375,000 the shares of the Company's common stock reserved for issuance under the 2010 Plan. The 2010 Plan was then approved by the Company's shareholders at a Special Meeting of Shareholders held on December 17, 2012. The 2010 Plan did not provide for the issuance of ISOs. Because the Board believes it is in the best interests of the Company and its shareholders to provide incentives to Company employees that will promote the identification of personal interests with the long-term financial success of the Company, the Board adopted and approved the Amended Plan in February 2013 to include ISOs and recommended that the Company's shareholders approve the Amended Plan.
A description of the material terms of the Amended Plan was included in the Company's definitive proxy statement on Schedule 14A filed with the SEC on April 2, 2013 (the "Proxy Statement") and the Amended Plan was attached to the Proxy Statement as Appendix A. The foregoing description of the Amended Plan is qualified in its entirety by the terms of the Amended Plan, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The standard Form Incentive Stock Option Agreement is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 30, 2013, WashingtonFirst Bankshares, Inc. (the "Company") held its 2013 Annual Meeting. The stockholders (i) elected eight directors for a term expiring at the 2016 Annual Meeting of Shareholders, one director for a term expiring at the 2015 Annual Meeting of Shareholders and one director for a term expiring at the 2014 Annual Meeting of Shareholders; (ii) ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013; (iii) approved the WashingtonFirst Bankshares, Inc. 2010 Equity Compensation Plan, as amended; (iv) approved, on an advisory basis, the compensation of the Company's named executive officers; and (v) expressed a preference, in an advisory vote, for holding future advisory votes on executive compensation every year. As of the close of business on March 15, 2013, the record date for the Annual Meeting, 6,225,324 common shares of the Company were outstanding and entitled to vote. At the Annual Meeting, a total of 4,013,612 of the outstanding common shares entitled to vote were represented in person or by proxy.
Proposal 1. The directors elected to the Company's Board for terms that expire at the Annual Meeting in 2016, as well as the number of votes cast for, votes withheld and broker non-votes with respect to each of these individuals, are set forth below:

Nominee                   Votes For   Votes Withheld    Broker Non-Votes
Shaza L. Andersen         2,846,870            6,740       1,160,002
Charles E. Andrews        2,846,180            7,430       1,160,002
George W. Connors, IV     2,846,681            6,929       1,160,002
Donald W. Fisher, Ph.D.   2,848,505            5,105       1,160,002
John J. Mahoney           2,849,547            4,063       1,160,002
Kenneth Morrissette       2,849,547            4,063       1,160,002
Randall S. Peyton, M.D.   2,622,060          213,550       1,160,002
William G. Reilly         2,849,862            3,748       1,160,002

The directors elected to the Company's Board for a term that expires at the Annual Meeting in 2015, as well as the number of votes cast for, votes withheld and broker non-votes with respect to each of these individuals, are set forth below:
Nominee Votes For Votes Withheld Broker Non-Votes D. Mark Lowers 2,846,567 7,043 1,160,002


The directors elected to the Company's Board for a term that expires at the Annual Meeting in 2014, as well as the number of votes cast for, votes withheld and broker non-votes with respect to each of these individuals, are set forth below:
Nominee Votes For Votes Withheld Broker Non-Votes Oliver T. Carr, III 2,845,670 7,940 1,160,002

Proposal 2. The Company's shareholders ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013:
For Against Abstain
4,001,144 2,279 10,189

Proposal 3. The Company's shareholders approved the WashingtonFirst Bankshares, Inc. 2010 Equity Compensation Plan, as Amended:
For Against Abstain Broker Non-Votes 2,743,062 50,408 60,140 1,160,002

Proposal 4. The Company's shareholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement pursuant to Item 402 of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, by the votes set forth in the table below:

For Against Abstain Broker Non-Votes 2,746,540 51,075 55,995 1,160,002

Proposal 5. The advisory vote on the frequency of future advisory votes on executive compensation received the following votes:
1 Year 2 Years 3 Years Abstain 1,618,186 69,555 1,135,523 30,346

None of these frequency options received the affirmative vote of the holders of a majority of the shares issued, outstanding, and entitled to vote on the matter. Accordingly, the Board of Directors will consider the recommendation of the shareholders to be the frequency option which received the highest number of shareholder votes, which was to conduct future advisory votes on executive compensation every one (1) year.




Item 9.01 Financial Statements and Exhibits
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits.
  Number     Description
             WashingtonFirst Bankshares, Inc. 2010 Equity Compensation Plan, as
   99.1      Amended
             Form of WashingtonFirst Bankshares, Inc. Incentive Stock Option
   99.2      Agreement


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