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YDKN > SEC Filings for YDKN > Form 8-K on 23-Jun-2014All Recent SEC Filings

Show all filings for YADKIN FINANCIAL CORP

Form 8-K for YADKIN FINANCIAL CORP


23-Jun-2014

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Stand


Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On June 20, 2014, Yadkin Financial Corporation (the "Company"), acting pursuant to authorization from its Board of Directors on May 22, 2014, provided written notice to the NASDAQ Global Select Market ("NASDAQ") that the Company intends to transfer its listing to the New York Stock Exchange (the "NYSE"). The notice stated that the Company expects to voluntarily cease trading on NASDAQ at the close of trading on July 3, 2014. The Company's Voting Common Stock, par value $1.00 per share, has been approved for listing on the NYSE and is expected to commence trading on the next business day, July 7, 2014, under the Company's current stock symbol "YDKN."



Item 5.07 Submission of Matters to a Vote of Security Holders

On June 19, 2014, of the 13,725,676 shares of Voting Common Stock outstanding and entitled to vote at the Company's Annual Meeting of Shareholders, 11,948,506 were present in person or by proxy, and of the 654,997 shares of the Company Non-Voting Common Stock outstanding and entitled to vote on Proposal No. 2 below at the Company's Annual Meeting of Shareholders, 654,997 were present in person or by proxy, and the following proposals were voted upon and approved by our shareholders at the Annual Meeting:

1. A Proposal to Approve the Agreement and Plan of Merger dated as of January 27, 2014:

                                  Broker
   For       Against   Abstain   Non-Vote
10,322,464   115,261   79,701    1,431,080

2. A Proposal to Amend the Articles of Incorporation of the Company to Increase the Number of Authorized Shares of Common Stock to 75,000,000 shares:

                                  Broker
   For       Against   Abstain   Non-Vote
10,935,530   156,597   80,296    1,431,080

3. A Proposal to Elect the Board of Directors:

NOMINEE                    FOR       AGAINST   ABSTAIN
Nolan G. Brown          10,148,367   290,874   78,185
Harry M. Davis          10,195,840   268,087   53,499
Thomas J. Hall          10,189,096   264,514   63,816
James A. Harrell, Jr.   10,184,699   263,707   69,020
Larry S. Helms          10,127,037   306,125   84,264
Dan W. Hill, III        10,274,933   178,543   63,950
Alison J. Smith         10,071,798   290,270   155,358
Harry C. Spell          10,178,635   272,876   65,915
Joseph H. Towell        10,166,832   281,497   69,097

4. A Proposal to Ratify the Appointment of Dixon Hughes Goodman, LLP as Independent Registered Public Accounting Firm For the Year Ending December 31, 2014:


                                  Broker
   For       Against   Abstain   Non-Vote
11,858,106   41,201    49,199       -

5. A Proposal to Adjourn of the Annual Meeting, if Necessary or Appropriate:

                                  Broker
   For       Against   Abstain   Non-Vote
11,031,860   816,462   100,184      -

6. A Proposal to Approve, on an Advisory (Non-Binding) Basis, the Compensation of Certain Executive Officers:

                                 Broker
   For      Against   Abstain   Non-Vote
9,983,418   445,636   88,372    1,431,080

7. A Proposal to Approve, on an Advisory (Non-Binding) Basis, the Compensation that Certain Executive Officers May Receive in Connection with the Mergers:

                                 Broker
   For      Against   Abstain   Non-Vote
9,984,784   395,258   137,384   1,431,080

A copy of the press release announcing the results of the Annual Meeting of Shareholders is attached as Exhibit 99.1 and incorporated herein by reference.



Item 8.01 Other Events

On June 19, 2014, the Company received regulatory approval from the Board of Governors of the Federal Reserve System to consummate the Mergers. On June 9, 2014, Yadkin Bank, a North Carolina banking corporation and wholly owned subsidiary of the Company, received regulatory approval from the Federal Deposit Insurance Corporation for VantageSouth Bank, a North Carolina banking corporation and wholly owned subsidiary of VantageSouth, to merge with and into Yadkin Bank, with Yadkin Bank continuing as the surviving entity (the "Bank Merger"). The Company and Yadkin Bank previously received the necessary regulatory approvals for the Mergers and the Bank Merger from the North Carolina Office of the Commissioner of Banks. As such, all regulatory approvals required prior to the completion of the Mergers and the Bank Merger have now been obtained.

Completion of the Mergers remains subject to customary closing conditions. Assuming such conditions are satisfied, the Company expects to complete the Mergers and the Bank Merger on or about July 4, 2014.




Item 9.01 Financial Statements and Exhibits
(d) Exhibits: The following exhibit is filed with this report:
Item Number Exhibit

99.1 Press Release dated June 23, 2014


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