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RBPAA > SEC Filings for RBPAA > Form 8-K on 25-Jun-2013All Recent SEC Filings

Show all filings for ROYAL BANCSHARES OF PENNSYLVANIA INC

Form 8-K for ROYAL BANCSHARES OF PENNSYLVANIA INC


25-Jun-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Y


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

At the 2013 annual meeting of shareholders of Royal Bancshares of Pennsylvania, Inc. ("Royal") held on June 19, 2013, shareholders approved an amendment to Royal's articles of incorporation to increase the number of shares of Class A common stock authorized for issuance from 20 million shares to 40 million shares. The amendment to the articles of incorporation was effective upon filing articles of amendment with the Pennsylvania Department of State on June 25, 2013. A copy of the amendment to Royal's articles of incorporation to reflect the increase in the authorized shares of Class A common stock is included as Exhibit 3.1 hereto.



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

On June 19, 2013, Royal held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of Royal voted on the following proposals described in the Proxy Statement dated May 21, 2013 (the "Proxy Statement").

The proposals voted on and approved or disapproved by Royal's shareholders at the Annual Meeting were as follows:

Proposal No. 1. Royal's shareholders elected three individuals to serve as Class II directors on the Board of Directors for a term of three years each and until their successors are elected and qualified, as set forth below:

                                      Votes        Votes      Broker
               Name                    For       Withheld    Non-Votes
               Robert R. Tabas      23,922,172    480,658    2,691,002
               Murray Stempel III   21,947,757   2,455,073   2,691,002
               William R. Hartman   24,339,785    63,045     2,691,002

Proposal No. 2. Royal's shareholders ratified the appointment of ParenteBeard LLC, as Royal's independent registered public accounting firm for the year ending December 31, 2013, as set forth below:

                           Votes       Votes
                            For       Against   Abstentions
                         27,019,600   47,892      26,340

Proposal No. 3. Royal's shareholders ratified a non-binding proposal to approve the executive compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure (together with the accompanying narrative disclosure) regarding the named executive officers in Royal's proxy statement, as set forth below:

                     Votes        Votes                    Broker
                      For        Against    Abstentions   Non-Votes
                   22,290,538   2,081,640     30,652      2,691,002

Proposal No. 4. Royal's shareholders approved an amendment to Royal's amended and restated articles of incorporation to increase the number of authorized shares of Class A common stock from 20,000,000 to 40,000,000:

                      Votes       Votes                   Broker
                       For       Against   Abstentions   Non-Votes
                    24,229,738   164,444      8,648      2,691,002


Proposal No. 5. Royal's shareholders approved a proposal to issue up to 11,666,667 shares of Class A common stock in a private placement as described in the Proxy Statement for purposes of Nasdaq Stock Market Rule 5635:

                      Votes       Votes                   Broker
                       For       Against   Abstentions   Non-Votes
                    24,301,313   90,223      11,294      2,691,002



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

3.1 Article 4, as amended, of the Articles of Incorporation of Royal Bancshares of Pennsylvania, Inc.

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