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
April 27, 2011
Date of Report (Date of Earliest Event Reported)
AMES NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| IOWA | 0-32637 | 42-1039071 |
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
405 FIFTH STREET
AMES, IOWA 50010
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (515) 232-6251
NOT APPLICABLE
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Item 5.07 Submission of Matters to a Vote of Shareholders
The Company’s annual meeting of shareholders was held on April 27, 2011.
Proposal 1. The stockholders re-elected Betty A. Baudler Horras, Douglas C. Gustafson, DVM, Charles D. Jons, MD and Thomas H. Pohlman to the Company’s Board of Directors to serve for a term of three years. Directors whose term of office continued after the annual meeting consist of Robert L. Cramer, Steven D. Forth, James R. Larson II, Warren R. Madden, Larry A. Raymon, Frederick C. Samuelson and Marvin J. Walter.
Proposal 2. The stockholders also ratified the appointment of Clifton Gunderson LLP to continue as the Company’s independent registered public accounting firm for 2011.
Proposal 3. The stockholders approved, on an advisory basis, the compensation of the Company’s executives, as disclosed in the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure in the Company’s proxy statement for the annual meeting.
Proposal 4. The stockholders voted for a three year advisory vote on executive compensation.
Proposal 5. The stockholders voted against a shareholder proposal requesting annual election of all directors.
There were 9,432,915 shares of common stock entitled to vote at the annual meeting. The final voting results of each proposal are set forth below.
Proposal 1. The voting results on the election of directors for a three year term were as follows:
| In Favor |
Votes
Withheld
|
Broker
Non-Votes
|
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| Betty A. Baudler Horras | 5,722,913 | 153,251 | 1,873,183 | |||||||||
| Douglas C. Gustafson, DVM | 5,778,895 | 97,269 | 1,873,183 | |||||||||
| Charles D. Jons, MD | 5,532,569 | 343,595 | 1,873,183 | |||||||||
| Thomas H. Pohlman | 5,780,927 | 95,237 | 1,873,183 | |||||||||
Proposal 2. The voting results on the ratification of the appointment of Clifton Gunderson LLP as the Company’s independent registered public accounting firm were as follows:
| For | Against | Abstain | ||||||||||
| 7,633,392 | 14,005 | 101,950 | ||||||||||
There were no broker non-votes on this proposal.
Proposal 3. The voting results on the shareholder approval, on an advisory basis, of executive compensation were as follows:
| For | Against |
Abstain
|
Broker
Non-Votes
|
|||||||||||
| 5,459,501 | 118,820 | 297,843 | 1,873,183 | |||||||||||
Proposal 4. The voting results on the frequency of advisory vote on executive compensation were as follows:
| One Year | Two Years |
Three Years
|
Abstain |
Broker
Non-Votes
|
||||||||||||||
| 1,408,689 | 104,298 | 4,104,981 | 253,946 | 1,877,433 | ||||||||||||||
Proposal 5. The voting results on the shareholder proposal requesting annual election of all directors were as follows:
| For | Against |
Abstain
|
Broker
Non-Votes
|
|||||||||||
| 1,072,483 | 4,160,381 | 643,300 | 1,873,183 | |||||||||||
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.
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AMES NATIONAL CORPORATION
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Date: April 29, 2011
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By:
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/s/ Thomas H. Pohlman | |
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Thomas H. Pohlman, President
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(Principal Executive Officer)
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