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FNBN > SEC Filings for FNBN > Form 8-K on 21-Jun-2013All Recent SEC Filings

Show all filings for FNB UNITED CORP.

Form 8-K for FNB UNITED CORP.


21-Jun-2013

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


ITEM 5.02-Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On June 20, 2013, as previously reported in its Report on Form 8-K dated March 28, 2013, R. Reynolds Neely, Jr. retired from the Board of Directors of FNB United Corp. (the "Company").



ITEM 5.07. Submission of Matters to a Vote of Security Holders
On June 20, 2013, the Company held its 2013 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 21,735,938 shares of the Company's common stock were entitled to vote as of May 3, 2013, the record date for the Annual Meeting. There were 19,693,787 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on six proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.


Proposal No. 1 - Election of Directors

The shareholders elected five directors to serve as follows:

John J. Bresnan, Robert L. Reid, Jerry R. Licari, and H. Ray McKenney, Jr. were elected to Class III of the Board of Directors of FNB (the "Board"), each for a term of three years expiring at the 2016 Annual Meeting of Shareholders.

T. Gray McCaskill was elected to Class II of the Board for a term of two years expiring at the 2015 Annual Meeting of Shareholders.

The results of the vote were as follows:

                            For  Withheld  Broker Non-Votes
John J. Bresnan      18,225,404   129,202         1,339,180
Robert L. Reid       18,229,571   125,035         1,339,180
Jerry R. Licari      18,232,757   121,849         1,339,180

H. Ray McKenney, Jr. 18,232,789 121,817 1,339,180 T. Gray McCaskill 18,313,445 41,161 1,339,180

Proposal No. 2 - Amendment to Bylaws to Eliminate the Classified Structure of the Board

The shareholders voted to approve the amendment to FNB Amended and Restated Bylaws to eliminate the classified structure of the Board. The results of the vote were as follows:

For Against Abstain
18,340,952 9,018 4,635

Proposal No. 3 - Amendment to Change Holding Company Name to CommunityOne Bancorp

The shareholders voted to approve the amendment to FNB's Articles of Incorporation to change the name of the company to CommunityOne Bancorp. The results of the vote were as follows:

For Against Abstain
19,649,016 38,619 5,604

Proposal No. 4 - Approve Amendments to the 2012 Incentive Plan

The shareholders voted to approve the amendments to the 2012 Incentive Plan. The results of the vote were as follows:

For Against Abstain
18,267,385 79,457 7,764


Proposal No. 5 - Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2013

The shareholders voted to ratify the selection of Dixon Hughes Goodman LLP as FNB's independent registered public accounting firm for the fiscal year 2013. The results of the vote were as follows:

For Against Abstain
19,648,087 23,000 22,699

Proposal No. 6 - Advisory Vote on FNB's Executive Compensation

The shareholders voted to approve the non-binding, advisory proposal on the compensation of FNB's executive officers. The results of the vote were as follows:

For Against Abstain
17,263,206 1,081,128 10,273


June 20, 2013 FNB United Corp.

(Date) (Registrant)

/s/ Brian E. Simpson

Brian E. Simpson Chief Financial Officer

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