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GBNK > SEC Filings for GBNK > Form 8-K on 9-May-2013All Recent SEC Filings

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Form 8-K for GUARANTY BANCORP


9-May-2013

Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, F


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

On May 7, 2013, Guaranty Bancorp (the "Company") held its 2013 Annual Meeting of Stockholders ("Annual Meeting"). The proposals voted on at the Annual Meeting and the final voting results are as follows:

1) Proposal 1. With respect to the proposal to elect nine members of the Company's Board of Directors, the following persons were elected to serve as directors of the Company and received the number of votes set forth opposite their respective names:

Nominees:                 For        Against    Abstain   Non-Votes
Edward B. Cordes       87,017,317     112,905    94,291   9,071,168
John M. Eggemeyer      83,568,524   3,564,998    90,991   9,071,168
Keith R. Finger        86,890,274     230,748   103,491   9,071,168
Stephen D. Joyce       86,840,213     290,009    94,291   9,071,168
Gail H. Klapper        85,602,847   1,151,152   470,514   9,071,168
Stephen G. McConahey   86,493,745     254,374   476,394   9,071,168
Paul W. Taylor         87,029,863     104,938    89,712   9,071,168
W. Kirk Wycoff         83,178,377   3,945,965   100,171   9,071,168
Albert C. Yates        86,476,106     257,763   490,644   9,071,168

2) Proposal 2. The proposal to ratify the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013 was approved by the following vote:

                                 Non-
   For       Against   Abstain   Votes
96,012,982   150,524   132,175       -

3) Proposal 3. The proposal to amend the Company's Certificate of Incorporation to effect a reverse stock split at a ratio of one-to-five was approved by the following vote:

                                 Non-
   For       Against   Abstain   Votes
95,379,358   782,885   133,438       -

4) Proposal 4. The proposal to approve the Company's executive compensation ("Say-on-Pay") was approved by the following vote:

                                       Non-
   For        Against     Abstain      Votes
84,388,812   1,500,172   1,335,529   9,071,168


5) Proposal 5. The proposal to approve the frequency of future Say-on-Pay votes has passed for "3 Years" by the following vote:

1 Year 2 Years 3 Years Abstain 42,735,459 361,406 43,839,865 287,783

The Company's Board of Directors will evaluate the results of Proposal 5 at a future meeting and make a determination as to whether the Company will submit future non-binding advisory votes on executive compensation for consideration by stockholders every one, two or three years. The Company will amend this Current Report on Form 8-K to provide information regarding such determination.



Item 7.01 Regulation FD Disclosure.*

On May 7, 2013, the Company issued a press release announcing that its Board of Directors declared a quarterly cash dividend of $0.025 per common share payable on May 31, 2013 to stockholders of record as of the close of business on May 28, 2013 and that the Company's one-to-five reverse stock split (approved at the Annual Meeting) is expected to take effect after the close of trading on May 20, 2013, with the Company's common stock beginning to trade on a split-adjusted basis at the opening of the trading market on May 21, 2013. The payment of the cash dividend will be paid on a split-adjusted basis. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.*

(d) Exhibits.

The following exhibit is being furnished herewith:

99.1 Press Release, dated May 7, 2013.



* The information furnished under Items 7.01 and 9.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.


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