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TBNC > SEC Filings for TBNC > Form 8-K on 28-Jun-2013All Recent SEC Filings

Show all filings for T BANCSHARES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for T BANCSHARES, INC.


28-Jun-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

At the annual meeting of Shareholders of T Bancshares, Inc. (the "Company") held on June 26, 2013, shareholders voted on the following matters:

(1) To elect eleven nominees to serve as directors for a one year term that will expire at the 2014 annual meeting of the shareholders. Final voting results were as follows:

Name of Nominee Votes For Votes Withheld Broker Non-Votes

Stanley Allred    2,387,636          6,600          769,824
Dan Basso         2,382,636         11,600          769,824
Frankie Basso     2,382,136         12,100          769,824
David Carstens    2,383,136         11,100          769,824
Ron Denheyer      2,382,136         12,100          769,824
Patrick Howard    2,383,136         11,100          769,824
Steven Jones      2,368,636         25,600          769,824
Eric Langford     2,383,636         10,600          769,824
Charles Mapes     2,383,136         11,100          769,824
Thomas McDougal   2,383,136         11,100          769,824

Gordon Youngblood 2,383,636 10,600 769,824

(2) To ratify the appointment of BKD, LLP as the independent auditors of the Company for the fiscal year ending December 31, 2013. Final voting results were as follows:

Votes For     3,143,212
Votes Against    19,598
Abstentions       1,250

(3) Adoption of an Amended and Restated Certificate of Formation for T Bancshares, Inc. to incorporate changes consistent with the Texas Business Organizations Code which replaced the Texas Business Corporation Act, effective January 1, 2010. Final voting results were as follows:

Votes For     2,391,386
Votes Against       500
Abstentions       2,350

(4) An advisory, non-binding vote on compensation of named executive officers. Final voting results were as follows:

Votes For     2,348,049
Votes Against    31,187
Abstentions      15,000

(5) an advisory, non-binding vote on frequency of approval of the compensation of named executive officers. Final voting results were as follows:

One Year 227,021
Two Years 34,602
Three years 2,128,863
Abstentions 3,750

Proposals (1), (2), and (4) were approved. Proposal (3), adoption of an Amended and Restated Certificate of Formationrequired a 66.67% affirmative vote of eligible shareholders and failed to pass as the number of votes in favor of the Proposal represented 59.45% of eligible shareholder votes. After considering the voting results on Proposal (5), the Board of Directors unanimously consented on June 27, 2013, to establish the frequency of the vote at three years with the next scheduled vote to be at the 2016 annual meeting of the shareholders.

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