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CSFL > SEC Filings for CSFL > Form 8-K on 25-Apr-2014All Recent SEC Filings

Show all filings for CENTERSTATE BANKS, INC.



Submission of Matters to a Vote of Security Holders

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

The Annual Meeting of Shareholders of CenterState Banks, Inc. (the "Company") was held on April 24, 2014. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management's solicitations. This current report on Form 8-K discloses the voting results for all matters voted upon at this Annual Meeting.

The following directors were elected to serve until the annual meeting of shareholders in 2015. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected. The number of votes cast was approximately as follows:

                                    For            Withheld        Broker non votes
     James H. Bingham             24,818,052          212,268              4,851,589
     G. Robert Blanchard, Jr.     24,850,552          179,768              4,851,589
     C. Dennis Carlton            24,837,279          193,041              4,851,589
     John C. Corbett              24,848,058          182,262              4,851,589
     Griffin A. Greene            24,857,758          172,562              4,851,589
     Charles W. McPherson         24,847,279          183,041              4,851,589
     G. Tierso Nunez II           24,849,352          180,968              4,851,589
     Thomas E. Oakley             20,905,992        4,124,328              4,851,589
     Ernest S. Pinner             23,326,379        1,703,941              4,851,589
     William K. Pou, Jr.          24,856,858          173,462              4,851,589
     Joshua A. Snively (1)        11,259,351       13,770,969              4,851,589
     Michael F. Ciferri           24,853,158          177,162              4,851,589
     Daniel R. Richey             24,853,158          177,162              4,851,589

(1) As reported in the Company's Proxy Statement for the Annual Meeting of Shareholders, Mr. Snively attended 63% of the aggregate Board of Directors and committee meetings during 2013. All other directors attended at least 75% of the combined meetings held during the time they were a director. ISS recommended a withheld vote for Mr. Snively. The board was aware that Mr. Snively would not be able to attend all of the meetings during 2013 due to a transition occurring in Mr. Snively's Company. Mr. Snively sold his Company during 2013 which required substantial travel and demands on his time. The board valued Mr. Snively's contributions and participation as a board member and persuaded Mr. Snively to continue as a director during this transition period. Mr. Snively committed to attend in excess of 75% of the combined Board of Directors and committee meetings during 2014.

The second resolution was an advisory non binding vote to approve the compensation paid to the Company's named executive officers, as disclosed pursuant to the SEC's compensation rules, including the compensation discussion and analysis, compensation tables and narrative discussion. The number of votes cast was approximately as follows:

                         For                  23,031,032
                         Against               1,961,837
                         Abstain                  37,451
                         Broker non votes      4,851,589

The third and final resolution was to ratify the appointment of Crowe Horwath, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014. The number of votes cast was approximately as follows:

                              For         29,700,066
                              Against        155,775
                              Abstain         26,068

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