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IBCA > SEC Filings for IBCA > Form 8-K on 24-May-2013All Recent SEC Filings

Show all filings for INTERVEST BANCSHARES CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INTERVEST BANCSHARES CORP


24-May-2013

Change in Directors or Principal Officers, Submission of Matters to a V


Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Annual Meeting of Stockholders (the "Meeting") of Intervest Bancshares Corporation (the "Company") was held on May 23, 2013. As reported under Item 5.07 below, at the Meeting, the Company's stockholders elected directors and approved the Company's 2013 Equity Incentive Plan. A copy of this plan was filed as Appendix A to the Company's Definitive Proxy Statement, which was filed with the Securities and Exchange Commission on April 11, 2013.



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

As of the record date of March 28, 2013, there were a total of 21,925,089 shares of the Company's common stock outstanding and entitled to vote at the Meeting. At the Meeting, 20,272,325 shares of common stock were present in person or by proxy, representing a quorum.

At the Meeting, the Company's stockholders: (i) elected each of the eight persons listed below under "Election of Directors" to serve as a director of the Company until the next annual meeting of stockholders; (ii) approved the election of two additional directors listed below under "Contingent Election of Directors", contingent upon redemption or purchase of the Company's outstanding Series A Preferred Stock held by the U.S. Treasury; (iii) approved a non-binding advisory proposal on executive officer compensation; (iv) approved, on an advisory basis, the frequency of future advisory votes on executive compensation; (v) approved the Company's 2013 Equity Incentive Plan; and
(vi) ratified the appointment of Hacker, Johnson & Smith, P.A., P.C., as the Company's independent auditor for 2013.

The results of the votes cast at the Meeting on the matters noted above are set out below.

1. Election of Directors.

    Directors            Votes For        Withheld        Abstain       Broker Non-Votes
    Michael A. Callen     11,440,838         494,908            -               8,336,579
    Lowell S. Dansker     10,788,195       1,147,551            -               8,336,579
    Paul R. DeRosa        11,588,359         347,387            -               8,336,579
    Stephen A. Helman     10,788,995       1,146,751            -               8,336,579
    Wayne F. Holly        11,590,953         344,793            -               8,336,579
    Lawton Swan, III      11,588,159         347,587            -               8,336,579
    Thomas E. Willett     11,588,359         347,387            -               8,336,579
    Wesley T. Wood        11,588,359         347,387            -               8,336,579

2. Contingent Election of Directors.

     Directors            Votes For       Withheld       Abstain       Broker Non-Votes
     C. Wayne Crowell      11,585,409       350,037            -               8,336,579
     Susan Roth Katzke     11,585,709       350,037            -               8,336,579

As is indicated above, the election of Ms. Katzke and Mr. Crowell was approved by a plurality of the Company's common stockholders at the Meeting. However, as discussed in the Company's Definitive Proxy Statement, their election to the Company's Board of Directors by the Company's common stockholders was contingent upon the Company's redemption or purchase, prior to the Meeting, of its issued and outstanding Series A Preferred Stock held by the U.S. Treasury. Because such redemption or repurchase did not occur prior to the Meeting, this contingency was not satisfied, and therefore the election of these two directors by the Company's common stockholders was not effective. Ms. Katzke and Mr. Crowell remain on the Company's Board of Directors as appointees of the U.S. Treasury.

3. Non-Binding Advisory Proposal on the Compensation of Executive Officers.

Votes For Votes Against Abstain Broker Non-Votes 11,551,120 343,437 41,189 8,336,579



4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.

Annually Every Two Years Every Three Years Abstain Broker Non-Votes 11,592,991 103,240 132,375 107,140 8,336,579

5. Approval of the 2013 Equity Incentive Plan.

Votes For Votes Against Abstain Broker Non-Votes 10,314,515 1,572,095 49,136 8,336,579

6. Ratification of Appointment of Hacker, Johnson & Smith P.A., P.C. as independent auditor for 2013.

Votes For Votes Against Abstain Broker Non-Votes 20,124,445 130,710 17,170 0

Consistent with the preference expressed by a plurality of the Company's stockholders in the Say on Frequency Vote (proposal #4), the Board of Directors of the Company determined, at a subsequent meeting of the Board of Directors, that the Company will hold a Say on Pay vote annually until the next Say on Frequency Vote, which will occur not later than the Company's 2019 Annual Meeting of Stockholders.


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