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YDKN > SEC Filings for YDKN > Form 8-K on 23-May-2013All Recent SEC Filings

Show all filings for YADKIN VALLEY FINANCIAL CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for YADKIN VALLEY FINANCIAL CORP


23-May-2013

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


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

On May 23, 2013, the Company filed Articles of Amendment to the Articles of Incorporation with the North Carolina Secretary of State to effect the one-for-three reverse stock split and to change the name of the Company from Yadkin Valley Financial Corporation to "Yadkin Financial Corporation." The Articles of Amendment will become effective on May 28, 2013. A copy of the Articles of Amendment to the Company's Articles of Incorporation is furnished as Exhibit 3.1 and Exhibit 3.2 to this Report on Form 8-K and is incorporated by reference into this Item 5.03.

At a meeting of the Company's Board of Directors held on May 23, 2013, the Company's Board approved an amendment and restatement of the Company's bylaws (the "Amended and Restated Bylaws") whose sole purpose and effect was to change all references to the Company therein from "Yadkin Valley Financial Corporation" to "Yadkin Financial Corporation." With the exception of the change in the Company's name, no other changes to the Company's bylaws were made. The Amended and Restated Bylaws will become effective on May 28, 2013.



Item 5.07 Submission of Matters to a Vote of Security Holders

On May 23, 2013, of the 41,186,651 shares of Voting Common Stock outstanding and entitled to vote at our Annual Meeting of Shareholders 31,098,924 were present in person or by proxy, and the following matters were voted upon and approved by our shareholders at the Annual Meeting:

1. To elect the Board of Directors:

NOMINEE                    FOR       WITHHELD    BROKER NON-VOTE
Nolan G. Brown          24,295,663   1,971,203          -
Harry M. Davis          24,292,971   1,973,895          -
Thomas J. Hall          22,589,970   3,676,896          -
James A. Harrell, Jr.   24,280,376   1,986,490          -
Larry S. Helms          24,173,526   2,093,340          -
Dan W. Hill, III        24,289,746   1,977,120          -
James L. Poindexter     24,227,142   2,039,724          -
Alison J. Smith         24,311,124   1,955,742          -
James N. Smoak          23,845,252   2,421,614          -
Harry C. Spell          24,276,013   1,990,853          -
Joseph H. Towell        24,312,118   1,954,748          -

2. To approve the 2013 Equity Incentive Plan:

                                    Broker
   For        Against    Abstain   Non-Vote
24,173,317   1,463,110   630,439   4,832,058

3. To approve to grant the Board of Directors the discretionary authority to amend the Articles of Incorporation to effect a one-for-three reverse stock split of the Company's authorized, issued and outstanding common stock:

                                    Broker
   For        Against    Abstain   Non-Vote
29,096,262   1,451,155   551,507      -


4. To ratify the appointment of Dixon Hughes Goodman, LLP as independent registered public accounting firm:

                                  Broker
   For       Against   Abstain   Non-Vote
30,155,591   366,843   576,490      -

Attached as Exhibit 99.1 is a copy of the press release relating to the results of the Annual Meeting of Shareholders, which is incorporated herein by reference.



Item 8.01 Other Events.

On May 23, 2013, the Company's bank subsidiary (the "Bank"), Yadkin Valley Bank and Trust Company, filed Articles of Amendment to the Bank's Articles of Incorporation changing its name to "Yadkin Bank" with the North Carolina Secretary of State. The Articles of Amendment will become effective on May 28, 2013. The Bank will operate all of its branches under the name "Yadkin Bank." The Company will change its NASDAQ ticker symbol to "YDKN" effective on May 28, 2013.

Attached as Exhibit 99.1 is a copy of the press release relating to the one-for-three reverse stock split and the name change.



Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Item Number   Exhibit

3.1           Articles of Amendment to the Company's Articles of Incorporation
3.2           Articles of Amendment to the Company's Articles of Incorporation
99.1          Press Release dated May 23, 2013


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