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METR > SEC Filings for METR > Form 8-K on 17-May-2013All Recent SEC Filings

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

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders (the Annual Meeting) of Metro Bancorp, Inc. (Metro or the Company) was held on May 16, 2013. At that meeting, the shareholders considered and acted upon the following proposals:

1. The election of directors. By the vote reflected below, the shareholders elected the following individuals to serve as directors until the 2014 Annual Meeting:

Votes For Votes Withheld Broker Non-Votes

James R. Adair        11,256,082    485,127        1,766,550
John J. Cardello, CPA 11,413,654    327,555        1,766,550
Douglas S. Gelder     11,242,537    498,672        1,766,550
Alan R. Hassman       11,255,857    485,352        1,766,550
J. Rodney Messick     11,419,405    321,804        1,766,550
Howell C. Mette, Esq. 11,409,059    332,150        1,766,550
Gary L. Nalbandian    11,401,125    340,084        1,766,550
Michael A. Serluco    11,243,348    497,861        1,766,550

Samir J. Srouji, M.D. 11,397,808 343,401 1,766,550

2. The Say-On-Pay Proposal advisory vote on compensation of named executive officers. The shareholders voted to approve, on an advisory non-binding basis, the compensation paid to the named executive officers. The voting totals for this item are as follows: 9,860,985 shares voted for the proposal; 1,583,940 shares voted against the proposal; and 296,284 shares abstained from voting on the proposal. There were 1,766,550 broker non-votes on the proposal.

3. The ratification of the appointment of ParenteBeard LLC as Metro's independent registered public accounting firm for the fiscal year ending December 31, 2013. The voting results were as follows: 13,487,391 shares voted for the proposal; 18,499 shares voted against the proposal; and 1,869 shares abstained from voting on the proposal. There were no broker non-votes on the proposal.

Item 7.01. Regulation FD Disclosure

On May 16, 2013, the shareholders of Metro Bancorp, Inc. held their annual shareholders' meeting. At that meeting, the Chief Executive Officer and Chief Financial Officer of Metro made a presentation to shareholders. The slide presentation used during the meeting is attached as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events

On May 16, 2013, the Company presented to its shareholders, the presentation included as Exhibit 99.1 of this Form 8-K.

Item 9.01. Financial Statements and Exhibits
(d) Exhibits

Exhibit No. Description
99.1 Shareholder Presentation Materials, dated May 16, 2013

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