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CPHC > SEC Filings for CPHC > Form 8-K on 16-Jul-2013All Recent SEC Filings




Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 30, 2013, the Company held its Annual Meeting of Shareholders (the "Annual Meeting"). Of the 4,150,285 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting, 3,909,338 shares or 94.2% were present either in person or by proxy.

The following describes the matters considered by the Company's shareholders at the Annual Meeting, as well as the final results of the votes cast at the meeting:

1. Election of seven directors to serve until the 2014 Annual Meeting of Shareholders.

Nominee               For    Withhold Broker Non-Vote
Patrick R. Cruzen  2,644,649  2,334      1,262,355
Burton F. Dahlberg 2,645,371  1,612      1,262,355
John L. Morgan     2,645,720  1,263      1,262,355
Carin J. Offerman  2,644,769  2,214      1,262,355
Curtis A. Sampson  2,516,818 130,165     1,262,355

Randall D. Sampson 2,514,636 132,891 1,262,355 Dale H. Schenian 2,515,636 131,347 1,262,355

2. Ratification and approval of Grant Thornton, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013.

For Against Abstain Broker Non-Vote 3,898,597 2,426 8,315 None

3. Advisory approval of the Company's executive compensation.

For Against Abstain Broker Non-Vote 2,636,679 9,191 1,113 1,262,355

4. Advisory recommendation on the frequency of shareholder voting on executive compensation.

1 Year 2 Years 3 Years Abstain Broker Non-Vote 227,071 10,227 1,855,209 554,476 1,262,355

As a result, each nominee was elected as a director of the Company for a one-year term and proposals number 2 and 3 were approved.

With respect to Proposal 4, the non-binding advisory recommendation on the frequency of future executive compensation advisory votes, approximately 88.7% of the votes that indicated a preference voted in favor of holding the advisory vote every three years, which was the recommendation of the Company's Board of Directors. The Board of Directors has not made a decision consider how frequently to hold future required advisory votes on executive compensation, but will consider the matter at a future Board meeting and disclose its decision in a future filing.

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