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): May 4, 2011

 

 

HERITAGE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

WASHINGTON   0-29480   91-1857900

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

IRS Employer

Identification No.

201 Fifth Avenue S.W.

Olympia WA

  98501
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (360) 943-1500

 

 

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.

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

 

(a) The Annual Meeting of the Company was held on May 4, 2011.

 

(b) There were a total of 15,663,907 of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 13,972,659 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of shareholders:

Proposal 1. Election of Directors. The following individuals were elected as directors for three year terms:

 

     FOR      WITHHELD      BROKER
NON-VOTES
 
     # of votes      # of votes      # of votes  

Daryl D. Jensen

     12,284,093         504,258         1,184,308   

Jeffrey S. Lyon

     12,583,967         204,384         1,184,308   

Donald V. Rhodes

     12,566,671         221,680         1,184,308   

Based on the votes set forth above, Messrs. Jensen, Lyon, and Rhodes were duly elected to serve as directors of the Company for a three year term expiring at the annual meeting of shareholders in 2014 and until their respective successors have been duly elected and qualified.

The terms of Directors Daryl Brian S. Charneski, Gary B. Christensen, John A. Clees, Kimberly T. Ellwanger, Peter N. Fluetsch, Philip S. Weigand and Brian L. Vance continued.

Proposal 2. Advisory (Non-binding) approval of the compensation of the Company’s named executive officers. This proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

12,685,152

  85,764   17,435   1,184,308

Based on the votes set forth above, the compensation of the Company’s named executive officers was approved by shareholders.

Proposal 3. Advisory (Non-binding) vote on the frequency of shareholder votes on executive’s compensation:

 

1 year

 

2 years

 

3 years

 

Abstain

 

Broker Non-Vote

11,948,050

  23,566   778,244   29,951   1,184,308

Based on the votes set forth above, the frequency of shareholder votes on executive’s compensation was approved by shareholders to be a one year frequency.

Proposal 4. Ratification of the appointment of KPMG LLP as the Company’s independent auditors for the year ending December 31, 2011. This proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

13,899,791

  35,732   37,136   —  

Based on the votes set forth above, the appointment of KPMG LLP as the Company’s independent auditors to serve for 2011 was duly ratified by the shareholders.


Proposal 5. Amendment of the Articles of Incorporation to eliminate staggered terms for directors. This proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

13,811,468

  147,979   13,212   —  

Based on the votes set forth above, the amendment of the Company’s Articles of Incorporation was approved by shareholders.

Proposal 6. Approval of a Shareholder Proposal (Non-binding) to require that directors be elected by a majority vote. This proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

6,055,148

  6,673,355   59,848   1,184,308

Based on the votes set forth above, the shareholder proposal was opposed by shareholders.

 

(c) None.

 


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.

Dated: May 6, 2011

 

HERITAGE FINANCIAL CORPORATION
By:  

    /s/ BRIAN L. VANCE

  Brian L. Vance
  President and Chief Executive Officer