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FCTY > SEC Filings for FCTY > Form 8-K on 10-May-2013All Recent SEC Filings

Show all filings for 1ST CENTURY BANCSHARES, INC. | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Submission of Matters to

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 8, 2013, the shareholders of 1st Century Bancshares, Inc. (the "Company") approved the Company's 2013 Equity Incentive Plan (the "Plan"), which provides for the grant of up to 750,000 shares of Common Stock to employees, including officers and directors, non-employee directors and consultants. Stock options, stock appreciation rights, restricted stock and other stock awards, and restricted stock units are all available for grant pursuant to the terms and conditions of the Plan. A complete description of the Plan is included with the Company's definitive proxy statement, filed with the U.S. Securities and Exchange Commission on April 8, 2013 (the Proxy Statement), which description is incorporated herein by reference. As a result of shareholder approval of the Plan, no further grants will be made under the 2004 Founder Stock Option Plan, the Director and Employee Stock Option Plan or the 2005 Equity Incentive Plan (collectively, the "Old Plans"), however the Old Plans shall remain in effect with respect to options and restricted stock awards previously granted.

The Plan, is attached hereto as Exhibit 10.1 and incorporated herein by reference. In addition, forms of Stock Option Grant Agreement, Restricted Stock Grant Agreement, Restricted Stock Unit Agreement and Stock Appreciation Rights Grant Agreement to be used in conjunction with the Plan, are attached hereto as Exhibits 10.2, 10.3, 10.4 and 10.5, respectively.

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

On May 8, 2013, 1st Century Bancshares, Inc. held its 2013 annual meeting of stockholders. The matters voted on at the meeting and the final voting results are as follows:

(1) The following persons were elected to serve as directors and received the number of votes set forth opposite their respective names:

                               Shares Voted For   Withheld   Broker Non-Votes
       William W. Brien, M.D.     4,118,883       870,902       1,965,320
       Dave Brooks                4,960,983        28,802       1,965,320
       Joseph J. Digange          4,960,983        28,802       1,965,320
       Jason P. DiNapoli          4,942,883        46,902       1,965,320
       Eric M. George             4,007,520       982,265       1,965,320
       Alan D. Levy               4,960,983        28,802       1,965,320
       Robert A. Moore            4,872,720       117,065       1,965,320
       Barry D. Pressman, M.D.    4,955,494        34,291       1,965,320
       Alan I. Rothenberg         4,952,858        36,927       1,965,320
       Nadine I. Watt             4,078,033       911,752       1,965,320
       Lewis N. Wolff             4,855,220       134,565       1,965,320
       Stanley R. Zax             4,946,983        42,802       1,965,320

(2) A proposal regarding the ratification of the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 was approved by the following vote:

Shares Voted For Shares Voted Against Shares Abstained 6,796,356 13,528 145,221

(3) A proposal to consider and approve the 1st Century Bancshares, Inc. 2013 Equity Incentive Plan was approved by the following vote:

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Vote 4,721,013 217,781 50,991 1,965,320

(4) A proposal to consider and vote upon an advisory (non-binding) proposal to approve the compensation of 1st Century Bancshares, Inc.'s named executive officers was approved by the following vote:

Shares Voted For Shares Voted Against Shares Abstained Broker Non-Vote 4,628,789 161,181 199,815 1,965,320

(5) A proposal to consider and vote upon an advisory (non-binding) proposal regarding whether an advisory vote on the compensation of the 1st Century Bancshares, Inc. named executive officers should be held every one, two or three years received the following votes:

One Year Two Years Three Years Shares Abstained 1,968,267 326,612 2,535,556 159,350

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No. Exhibit Description
10.1        2013 1st Century Bancshares, Inc. Equity Incentive Plan
10.2        Form of Stock Option Grant Agreement
10.3        Form of Restricted Stock Grant Agreement
10.4        Form of Restricted Stock Unit Agreement
10.5        Form of Stock Appreciation Rights Grant Agreement

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