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CBF > SEC Filings for CBF > Form 8-K on 28-May-2013All Recent SEC Filings

Show all filings for CAPITAL BANK FINANCIAL CORP. | Request a Trial to NEW EDGAR Online Pro



Submission of Matters to a Vote of Security Holders

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

(a) and (b)

Capital Bank Financial Corp. (the "Company") held its Annual Meeting of Shareholders on May 22, 2013. The shareholders considered five proposals, each of which is described in more detail in the Company's definitive proxy statement dated April 10, 2013.

Proposal 1: Election of eleven nominees as directors to hold office until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified. The votes were cast as follows:

       Name                 Votes For         Withheld         Broker
       Charles F.          23,884,737          22,731         5,101,257
       Martha M.           23,884,964          22,504         5,101,257
       Richard M.          22,185,787        1,721,681        5,101,257
       Peter N. Foss       22,256,184        1,651,284        5,101,257
       William A.          22,256,445        1,651,023        5,101,257
       Oscar A. Keller     23,810,738          96,730         5,101,257
       Jeffrey E. Kirt     23,815,543          91,925         5,101,257
       Samuel E. Lynch     23,763,460         144,008         5,101,257
       Marc D. Oken        22,256,885        1,650,583        5,101,257
       R. Eugene Taylor    23,779,693         127,775         5,101,257
       William G. Ward,    23,761,248         146,220         5,101,257

All director nominees were duly elected.

Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013. The votes were cast as follows:

           Votes For      Votes Against      Abstained         Broker
           28,893,254        111,783           3,688              0

Proposal 2 was approved.

Proposal 3: Approval of the Capital Bank Financial Corp. 2013 Omnibus Compensation Plan. The votes were cast as follows:

           Votes For      Votes Against      Abstained         Broker
           23,296,684        591,124           19,660         5,101,257

Proposal 3 was approved.

Proposal 4: Adoption of a resolution approving, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the Company's proxy statement. The votes were cast as follows:

           Votes For      Votes Against      Abstained         Broker
           17,948,775       5,935,529          23,164         5,101,257

Proposal 4 was approved.

Proposal 5: Selection, on an advisory basis, of the frequency of future advisory votes to approve the compensation of the Company's named executive officers. The votes were cast as follows:

          1 Year        2 Years      3 Years     Abstained       Broker
        22,333,486      713,376      835,677       24,929          0

Shareholders approved having an advisory proposal on the compensation of the Company's named executive officers every year.

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