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OVLY > SEC Filings for OVLY > Form 8-K on 24-Jun-2013All Recent SEC Filings

Show all filings for OAK VALLEY BANCORP

Form 8-K for OAK VALLEY BANCORP


24-Jun-2013

Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure,


Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders held June 18, 2013, the following matters were submitted to a vote of security holders with the indicated number of votes being cast for, against or withheld, and with the indicated number of abstentions:

1. To re-elect three members and elect one new member of the Board of Directors to serve until the expiration of their three (3) year term or until their successors are duly elected and qualified.

                       Number of Votes


                        For   Withheld    Non-Vote

James L Gilbert   3,546,839     17,386   2,536,885

Janet S Pelton    3,544,584     19,641   2,536,885

Roger M Schrimp   3,544,234     19,991   2,536,885

Danny L Titus     3,544,468     19,757   2,536,885

2. To ratify the appointment of Moss Adams, LLP as the Company's registered public accounting firm, to perform audit services for the year 2013.

For Against Abstain Non-Vote

6,084,168 25 16,917 0

3. To adopt a non-binding advisory resolution approving the compensation of the Company's senior executive officers.

For Against Abstain Non-Vote

3,470,174 49,952 44,099 2,536,885

4. To adopt a non-binding advisory vote on the frequency of the advisory vote on the compensation of our named executive officers.

1 Year 2 Years 3 Years Abstain Non-Vote

1,091,234 7,888 2,380,251 84,852 2,536,885


5. To amend the Company's Bylaws to change the date of the annual meeting of shareholders.

For Against Abstain Non-Vote

6,013,334 29,208 58,568 0

6a. To amend the Company's Bylaws to include corporate conversion as an action for which the meeting notice must state general nature of proposal.

For Against Abstain Non-Vote

3,502,646 6,641 54,938 2,536,885

6b. To amend the Company's Bylaws to provide for electronic delivery of notice of shareholder meetings.

For Against Abstain Non-Vote

3,482,346 57,198 24,681 2,536,885

6c. To amend the Company's Bylaws to enhance the notice procedure for director nomination and submission of other proposals by shareholders at annual meetings.

For Against Abstain Non-Vote

2,730,222 819,687 14,316 2,536,885

6d. To amend the Company's Bylaws to enhance the notice procedure for director nomination and submission of other proposals by shareholders at special meetings.

For Against Abstain Non-Vote

2,723,892 828,622 11,711 2,536,885


6e. To amend the Company's Bylaws to enhance the qualifications for director nominees and the procedures for presentation of business at annual shareholder meetings.

For Against Abstain Non-Vote

3,537,756 16,565 9,904 2,536,885

7. To amend the Company's Bylaws to increase the fixed number of directors on the Board of Directors and delete a moot provision regarding the authorized number of directors.

For Against Abstain Non-Vote

3,424,196 57,619 82,410 2,536,885

8. To amend the Company's Bylaws to update provisions regarding the election and term of office of directors.

For Against Abstain Non-Vote

3,494,119 15,299 54,807 2,536,885

9. To amend the Company's Bylaws to update provisions regarding notices for and conduct of Board meetings.

For Against Abstain Non-Vote

3,540,417 12,674 11,134 2,536,885

10. To amend the Company's Bylaws to update provisions regarding director.

For Against Abstain Non-Vote

3,541,961 12,630 9,634 2,536,885




Item 7.01. Regulation FD Disclosure.

Oak Valley Bancorp ("Company") is furnishing presentation materials included as Exhibit 99.1 to this report pursuant to Item 7.01 of Form 8-K. The Company presented these materials addressing, among other things, the Company's business strategies and financial performance, at the Company's Annual Meeting of Shareholders on Tuesday, June 18, 2013 at 2:00 p.m. The foregoing description of information contained in the presentation is qualified by reference to such presentation materials attached as Exhibit 99.1. The Company is not undertaking to update this presentation or the information contained therein.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

This report will not be deemed an admission as to the materiality of any information herein or contained in the presentation (including Exhibit 99.1).



Item 9.01. Financial Statements and Exhibits

(a) Financial statements:

None
(b) Pro forma financial information:

None
(c) Shell company transactions:

None
(d) Exhibits

99.1 Oak Valley Bancorp presentation materials on June 18, 2013


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