Attached files
| file | filename |
|---|---|
| EX-3.2 - EXHIBIT 3.2 - NATIONAL PENN BANCSHARES INC | ex3-2.htm |
| EX-3.1 - EXHIBIT 3.1 - NATIONAL PENN BANCSHARES INC | ex3-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 2, 2009 (October 27,
2009)
NATIONAL
PENN BANCSHARES, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Pennsylvania
(State
or Other
Jurisdiction
of
Incorporation)
|
000-22537-01
(Commission
File
Number)
|
23-2215075
(IRS
Employer
Identification
No.)
|
Philadelphia
and Reading Avenues,
Boyertown,
PA 19512
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (800) 822-3321
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Section
5 – Corporate Governance and Management
Item
5.03. Amendment to Articles of Incorporation or Bylaws; Changes in
Fiscal Year
Amendment
of Articles of Incorporation
On
October 27, 2009, the Board of Directors of National Penn Bancshares, Inc.,
based upon the recommendation of its Nominating/Corporate Governance Committee
on September 8, 2009, approved (A) the cancellation of the 35,000 authorized and
unissued shares of preferred stock of National Penn, originally designated as
the “Series A Junior Participating Preferred Stock” on August 23, 1989 (the
“Series A Preferred
Stock”), and (B) a related amendment to National Penn’s Articles of
Incorporation abolishing the Series A Preferred Stock. On October 28,
2009, National Penn filed with the Pennsylvania Department of State a Statement
with Respect to Shares which, effective upon filing, abolished the Series A
Preferred Stock.
The
foregoing description of the amendments to the Articles of Incorporation of
National Penn does not purport to be complete and is qualified in its entirety
by the text of the Statement with Respect to Shares, which is filed in this
Report as Exhibit 3.1 and incorporated herein by reference.
Amendment
of Bylaws
On
October 27, 2009, the Board of Directors of National Penn, based upon the
recommendations of its Nominating/Corporate Governance Committee on September 8,
2009 and October 22, 2009, approved amendments to the Amended and Restated
Bylaws of National Penn, effective immediately. The principal purpose of the
amendments is to permit, rather than require, the annual election of a Lead
Independent Director. The Amendments make other nonsubstantive
revisions to the Bylaws.
The
foregoing description of the amendments to the Amended and Restated Bylaws of
National Penn does not purport to be complete and is qualified in its entirety
by the text of the Amended and Restated Bylaws of National Penn, as so amended,
which is filed in this Report as Exhibit 3.2 and incorporated herein by
reference. Added language is shown underscored and deleted language
is shown struck through.
Section 8 - Other
Events
Item
8.01. Other Events.
Compensation
of Chairman
On
October 27, 2009, the Board of Directors of National Penn, based on the
recommendation of the Compensation Committee on October 8, 2009, approved an
annual cash director’s fee for its independent Chairman, Thomas A. Beaver, in
the amount of $50,000. In Mr. Beaver’s former capacity as Lead
Independent Director, which he held until his appointment as Chairman on
September 1, 2009, Mr. Beaver received an annual cash director’s fee in the
amount of $21,200.
Mr.
Beaver’s adjusted annual cash director’s fee will be pro-rated for his
four-month service as independent Chairman in 2009.
Contribution
of Capital to National Penn Bank
On
October 28, 2009, National Penn made a cash capital contribution to National
Penn Bank, its principal banking subsidiary, of $60 million, improving each of
National Penn Bank’s regulatory capital ratios.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
NATIONAL
PENN BANCSHARES, INC.
|
|
|
By:
/s/Glenn E.
Moyer
Name: Glenn
E. Moyer
Title:
President and CEO
|
|
Dated:
November 2, 2009
EXHIBIT
INDEX
Exhibit
Number
Description