UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 3, 2011
LNB BANCORP, INC.
| Ohio | 0-13203 | 34-1406303 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| 457 Broadway, Lorain, Ohio | 44052-1769 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (440) 244-6000
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 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described by LNB Bancorp, Inc. (the “Company”) in its Current Report on Form 8-K dated
February 15, 2011, Benjamin G. Norton retired as a director of the Company and did not stand for
re-election as a director at the Company’s annual meeting of shareholders held on May 3, 2011.
Accordingly, Mr. Norton’s term as a director of the Company expired at the annual meeting.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of shareholders on May 3, 2011, for the purpose of
considering and voting on the following proposals. The Company’s inspector of elections reported
the vote of the Company’s shareholders as follows:
Proposal 1: To elect three (3) directors to three-year terms expiring in 2014.
| Broker | ||||||||||||
| Nominees | For | Withheld | Non-Votes | |||||||||
J. Martin Erbaugh |
2,519,674 | 970,778 | 2,485,885 | |||||||||
Terry D. Goode |
2,602,790 | 887,662 | 2,485,885 | |||||||||
James R. Herrick |
2,315,460 | 1,174,992 | 2,485,885 | |||||||||
Each of the nominees was elected.
Proposal 2: To ratify the appointment of Plante & Moran, PLLC as the Company’s independent
registered public accounting firm for its 2011 fiscal year.
| For | Against | Abstain | Broker Non-Votes | |||||||||
5,788,864 |
150,022 | 37,451 | — | |||||||||
The proposal passed.
Proposal 3: To approve and adopt amendments to the Company’s code of regulations to permit
amendments to the code of regulations by the Board of Directors to the extent permitted by Ohio
law.
| For | Against | Abstain | Broker Non-Votes | |||||||||
2,665,071 |
764,002 | 61,379 | 2,485,885 | |||||||||
Since approval of the proposal required the affirmative vote of the holders of a majority of the
Company’s outstanding common shares, the proposal did not pass.
Proposal 4: To approve, in a non-binding advisory vote, the Company’s executive
compensation program as disclosed in the proxy statement relating to the annual meeting.
| For | Against | Abstain | Broker Non-Votes | |||||||||
3,018,053 |
355,953 | 116,446 | 2,485,885 | |||||||||
The proposal passed.
Proposal 5: A non-binding advisory vote on the frequency of the Company’s executive
compensation advisory votes.
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||
1,994,384 |
169,918 | 378,149 | 948,001 | |||||||||
Shareholders are considered to have selected a frequency of every 1 year with respect to the
Company’s executive compensation advisory votes.
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.
| LNB BANCORP, INC. | ||||||
| (Registrant) | ||||||
Date: May 6, 2011
|
By: | /s/ Gary J. Elek
|
||||
| Chief Financial Officer | ||||||