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 10, 2011
ALLIANCE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
New York | 0-15366 | 16-1276885 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
120 Madison Street
Syracuse, New York 13202
(Address of principal executive offices, zip code)
(315) 475-2100
(Registrants telephone number, including area code)
Not Applicable
(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:
¨ | 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.
Alliance Financial Corporation (Alliance) held its 2011 Annual Meeting of Shareholders (the Annual Meeting) on May 10, 2011. There were 4,745,491 shares of common stock eligible to be voted at the Annual Meeting and 3,978,548 shares were represented in person or by proxy at the meeting which constituted a quorum to conduct business.
As further detailed in Alliances Definitive Proxy Statement on Schedule 14A (the Proxy Statement), which was filed with the Securities and Exchange Commission on April 1, 2011, there were five proposals submitted to Alliances shareholders at the Annual Meeting. The shareholders approved proposals 1, 2, 4 and 5 and voted for 3 years for proposal 3. The final results of voting on each of the proposals are as follows:
Proposal 1: Election of Directors
Nominee |
Votes For |
Votes Withheld |
Broker Non-Vote | |||
Donald S. Ames |
3,124,207 | 81,971 | | |||
Margaret S. Ogden |
3,118,613 | 87,565 | | |||
Paul M. Solomon |
3,119,588 | 86,590 | | |||
John H. Watt, Jr. |
3,117,819 | 88,359 | |
Proposal 2: Non-Binding Advisory Resolution on the Compensation of the Named Executive Officers of Alliance
Votes For |
Votes Against |
Abstain |
Broker Non-Vote | |||
2,976,527 |
200,838 | 28,809 | 772,374 |
Proposal 3: Non-Binding Advisory Vote Regarding the Frequency of Voting on the Compensation of the Named Executive Officers
3 Years |
2 Years |
1 Year |
Abstain |
Broker Non-Vote | ||||
1,919,308 |
61,390 | 1,106,949 | 56,178 | 834,723 |
Based on the Board of Directors recommendation in the Proxy Statement and the voting results with respect to the frequency of the advisory vote on the compensation of the named executive officers of Alliance at the Annual Meeting, the Board of Directors determined that Alliance will hold a non-binding, advisory vote on the compensation of the named executive officers every three years.
Proposal 4: Amendment of the Certificate of Incorporation to Provide for the Annual Election of Directors
Votes For |
Votes Against |
Abstain |
Broker Non-Vote | |||
3,836,872 |
117,616 | 24,054 | |
Proposal 5: Ratification of the Appointment of Crowe Horwath LLP as Alliances Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2011
Votes For |
Votes Against |
Abstain |
Broker Non-Vote | |||
3,917,748 |
42,334 | 18,465 | |
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.
ALLIANCE FINANCIAL CORPORATION | ||||||
Date: May 11, 2011 | ||||||
By: | /s/ J. Daniel Mohr | |||||
J. Daniel Mohr | ||||||
Executive Vice President and CFO |