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CAFI > SEC Filings for CAFI > Form 8-K on 20-Feb-2014All Recent SEC Filings

Show all filings for CAMCO FINANCIAL CORP



Submission of Matters to a Vote of Security Holders, Financial Statements an

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

On February 19, 2014, at a special meeting of stockholders (the "Special Meeting") of Camco Financial Corporation (the "Company"), the Company's stockholders approved the merger of the Company with and into Huntington Bancshares Incorporated ("Huntington") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 9, 2013, between the Company and Huntington (the "Merger Proposal"). The stockholders of the Company also approved at the Special Meeting, on a non-binding, advisory basis, the compensation to be paid to the Company's named executive officers that is based on or otherwise relates to the merger (the "Merger-Related Named Executive Officer Compensation Proposal"). The stockholders had also been solicited to vote to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Agreement (the "Adjournment Proposal"), but such adjournment was deemed unnecessary. The Merger Proposal, Merger-Related Named Executive Officer Compensation Proposal and the Adjournment Proposal are described in detail in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on January 13, 2014.

At the Special Meeting, 11,420,582 common stock, or approximately 77.7%, of the outstanding common stock entitled to vote were represented by proxy or in person.

The final voting results for each matter submitted to a vote of the Company's stockholders are as follows:

Proposal 1: Merger Proposal

 Votes For   Votes Against  Abstentions  Broker Non-Vote
 11,271,029     83,857        30,710         34,986

Proposal 2: Merger-Related Named Executive Officer Compensation Proposal

Votes For Votes Against Abstentions Broker Non-Vote 9,943,031 905,411 537,154 34,986

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
99 Press release dated February 20, 2014

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