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CMTV > SEC Filings for CMTV > Form 8-K on 16-May-2013All Recent SEC Filings

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Form 8-K for COMMUNITY BANCORP /VT


16-May-2013

Submission of Matters to a Vote of Security Holders


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

The following matters were submitted to a vote of security holders, at the Annual Meeting of Shareholders of Community Bancorp. on May 14, 2013:

Proposal 1. To elect four incumbent directors to serve until the Annual Meeting of Shareholders in 2016;

Proposal 2. To elect one director to serve until the Annual Meeting of Shareholders in 2015;

Proposal 3. Advisory (non-binding) "say on pay" vote to approve executive compensation;

Proposal 4. Advisory (non-binding) vote on the frequency of future advisory "say on pay" votes;

Proposal 5. To ratify the selection of the independent registered public accounting firm of BerryDunn as the Corporation's external auditors for the fiscal year ending December 31, 2013.

As of March 12, 2013, the record date for the Annual Meeting, there were 4,810,734 shares of the Company's $2.50 par value common stock outstanding, and each share was entitled to one vote on all matters submitted to the shareholders for vote at the meeting.

The vote results are as follows:

AUTHORITY
WITHHELD/ BROKER
MATTER FOR AGAINST ABSTAIN NON-VOTE
Proposal 1. Election of
Incumbent Directors:
Charles W. Bucknam, Jr. 2,486,733 N/A 169,728 570,073 Stephen P. Marsh 2,646,933 N/A 3,945 570,073 Peter J. Murphy 2,618,633 N/A 32,245 570,073 Frederic Oeschger 2,632,930 N/A 17,948 570,073

Proposal 2. Election of One
Director:
Kathryn M. Austin 2,611,511 N/A 39,367 570,073

Proposal 3. Advisory
(non-binding) "say on pay" vote
to approve executive
compensation: 2,319,555 150,739 186,167 570,073

THREE TWO ONE BROKER
YEARS YEARS YEAR ABSTAIN NON-VOTE
Proposal 4. Advisory
(non-binding) vote on the
frequency of future advisory
"say on pay" votes: 1,919,013 105,404 469,203 162,841 570,073

AUTHORITY
WITHHELD/ BROKER
FOR AGAINST ABSTAIN NON-VOTE
Proposal 5 Selection of
External Auditors:
BerryDunn 3,152,056 33,275 41,203 -0-

In accordance with section 3.02 of the Company's Bylaws, each of the directors was elected, having received the affirmative vote of at least a majority of the shares represented at the meeting and entitled to vote. Proposals 3 and 5 were approved, with more votes cast "FOR" than "AGAINST" each such proposal, and a frequency of three years on Proposal 4 was approved by plurality vote.

As reported in the Company's proxy materials for the annual meeting, the Board of Directors recommended to the shareholders a three year frequency for the periodic advisory shareholder vote on executive compensation. In light of the shareholder vote at the annual meeting concurring with the Board's recommendation, the Board intends to conduct future advisory shareholder votes on executive compensation once every three years, until the next required vote on the frequency of advisory shareholder votes on executive compensation.


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