Attached files
| file | filename |
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| EX-10 - EXHIBIT 10.1 - MERCHANTS BANCSHARES INC | ex10_76698.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)
May 3, 2011
Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-11595 | 03-0287342 |
(State or other jurisdiction | (Commission | (IRS Employer |
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275 Kennedy Drive |
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(Address of principal executive offices) | (Registrant’s telephone number, including | (Zip Code) |
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) |
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[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders (the “Annual Meeting”) of Merchants Bancshares, Inc. (the “Company”) held on May 3, 2011, the Company’s shareholders approved the Amended and Restated Merchants Bancshares, Inc. 2008 Stock Incentive Plan (the “Plan”). The primary purpose of the amendment and restatement of the Plan was to add restricted stock as an additional type of equity grant that can be made under the Plan.
A copy of the Amended and Restated Merchants Bancshares, Inc. 2008 Stock Incentive Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07.
Submission of Matters to a Vote by Security Holders.
At the Annual Meeting, the Company’s shareholders voted as follows:
Proposal 1. To elect four directors, each whom will serve for a three-year term:
Nominee |
| Votes For |
| Votes Withheld |
| Broker Non-Vote |
Michael G. Furlong |
| 3,642,569 |
| 931,999 |
| 1,013,555 |
Robert A. Skiff |
| 4,373,048 |
| 201,521 |
| 1,013,555 |
Lorilee A. Lawton |
| 4,383,639 |
| 190,929 |
| 1,013,555 |
John A. Kane |
| 4,267,571 |
| 306,997 |
| 1,013,555 |
Proposal 2. To ratify and approve the Amended and Restated Merchants Bancshares, Inc. 2008 Stock Incentive Plan:
Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
3,395,081 |
| 1,157,675 |
| 21,812 |
| 1,013,555 |
Proposal 3. To consider a non-binding resolution to approve the compensation of the Company’s named executive officers:
Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
4,225,325 |
| 293,792 |
| 55,451 |
| 1,013,555 |
Proposal 4. To consider a non-binding resolution to select the frequency of future shareholder votes to approve the compensation of the Company’s named executive officers:
1 Year |
| 2 Years |
| 3 Years |
| Abstain |
| Broker Non-Votes |
4,012,074 |
| 61,861 |
| 362,835 |
| 137,798 |
| 1,013,555 |
Proposal 5. To ratify KPMG LLP as the Company’s independent registered public accounting firm for 2011:
Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
5,503,846 |
| 63,190 |
| 21,087 |
| 0 |
Item 9.01.
Financial Statements and Exhibits.
Exhibits.
Exhibit No. | Description |
10.1 | Amended and Restated Merchants Bancshares, Inc. 2008 Stock Incentive Plan |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
| MERCHANTS BANCSHARES, INC. | |
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| By: | /s/ Janet P. Spitler |
| Name: | Janet P. Spitler |
| Title: | Chief Financial Officer & Treasurer |
Date: May 6, 2011
EXHIBIT INDEX
Exhibit No. | Description |
10.1 | Amended and Restated Merchants Bancshares, Inc. 2008 Stock Incentive Plan |