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PBIB > SEC Filings for PBIB > Form 8-K on 22-May-2013All Recent SEC Filings

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



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year

On May 22, 2013, the Board of Directors of Porter Bancorp, Inc. adopted an amendment to the Company's bylaws to specifically authorize the Company to issue uncertificated shares of capital stock. Amended and restated bylaws reflecting this change are attached as Exhibit 3.1 to this report.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 22, 2013, Porter Bancorp, Inc. held its 2013 annual meeting of shareholders. At the meeting, shareholders elected eight directors, approved a non-binding advisory vote on the compensation of the Company's executives, approved an amendment to increase the number of shares authorized for issuance under the 2006 Incentive Stock Plan from 463,050 shares to 1,263,050, and approved an amendment to the 2006 Non-employee Director Incentive Stock Plan.

The votes cast on the four agenda items are set forth below:

1.  Election of Directors.

                  Director          For    Withheld  Broker non-votes

             Maria L. Bouvette   8,684,693 1,392,454        0
             David L. Hawkins    8,792,717 1,284,430        0
             W. Glenn Hogan      8,705,648 1,371,499        0
             Sidney L. Monroe    9,150,041  927,106         0
             William G. Porter   8,376,749 1,700,398        0
             John T. Taylor      8,735,073 1,342,074        0

Stephen A. Williams 9,151,869 925,278 0 W. Kirk Wycoff 9,151,865 925,282 0

2. Proposal to approve, in a non-binding advisory vote, the compensation of the Company's executives.

For Against Abstain Broker non-votes 9,115,716 53,023 908,408 0

3. Approval of Amendment to 2006 Stock Incentive Plan

For Against Abstain Broker non-votes 8,539,120 456,960 906,844 0

4. Approval of Amendment to Non-Employee Director Stock Incentive Plan

For Against Abstain Broker non-votes 8,941,255 54,880 906,789 0

No other proposals were voted upon at the annual meeting.

On May 22, 2013, Porter Bancorp issued a press release announcing the results of four items submitted to a vote of its shareholders at the Company's 2013 annual meeting held earlier that day. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description of Exhibit
3.1           Amended and Restated Bylaws

99.1          Press Release issued by Porter Bancorp, Inc. on May 22, 2013

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