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
26, 2011
|
BANCTRUST FINANCIAL GROUP, INC. |
| (Exact name of registrant as specified in its charter) |
|
Alabama |
0-15423 |
63-0909434 |
|
(State or other jurisdiction of |
(Commission File Number) |
(IRS Employer Identification |
|
100 St. Joseph Street, Mobile, Alabama |
36602 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (251) 431-7800
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
On May 26, 2011, BancTrust Financial Group, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders considered the election of directors, the Company’s executive compensation practices, the ratification of the appointment of the Company’s independent registered public accountants and the BancTrust Financial Group, Inc. 2011 Incentive Compensation Plan. A summary of the votes cast on the matters considered at the Annual Meeting is set forth below.
1. The election as Directors of the seventeen (17) nominees named below, all of whom were duly elected.
|
Nominee |
For |
Withheld or |
Abstained |
Broker |
|||||
| Tracy T. Conerly | 8,826,109 | 165,042 | 0 | 4,922,740 | |||||
| Stephen G. Crawford | 7,198,175 | 1,792,976 | 0 | 4,922,740 | |||||
| David C. DeLaney | 8,826,109 | 165,042 | 0 | 4,922,740 | |||||
| Robert M. Dixon, Jr. | 8,826,409 | 164,742 | 0 | 4,922,740 | |||||
| Broox G. Garrett, Jr. | 8,826,409 | 164,742 | 0 | 4,922,740 | |||||
| Carol F. Gordy | 8,825,964 | 165,187 | 0 | 4,922,740 | |||||
| Barry E. Gritter | 8,824,564 | 166,587 | 0 | 4,922,740 | |||||
| James M. Harrison, Jr. | 8,826,264 | 164,887 | 0 | 4,922,740 | |||||
| Clifton C. Inge, Jr. | 8,025,411 | 965,740 | 0 | 4,922,740 | |||||
| Kenneth S. Johnson | 8,825,684 | 165,467 | 0 | 4,922,740 | |||||
| W. Bibb Lamar, Jr. | 8,821,037 | 170,114 | 0 | 4,922,740 | |||||
| John H. Lewis, Jr. | 8,825,184 | 165,967 | 0 | 4,922,740 | |||||
| Harris V. Morrissette | 8,716,646 | 274,505 | 0 | 4,922,740 | |||||
| Paul D. Owens, Jr. | 8,824,509 | 166,642 | 0 | 4,922,740 | |||||
| Mary Ann Patterson | 8,808,965 | 182,186 | 0 | 4,922,740 | |||||
| Peter C. Sherman | 8,824,009 | 167,142 | 0 | 4,922,740 | |||||
| Dennis A. Wallace | 8,824,209 | 166,942 | 0 | 4,922,740 | |||||
|
2. Advisory, non-binding, shareholder approval of executive compensation. |
8,481,938 | 243,907 | 265,306 | 4,922,740 | |||||
|
3. Ratification of the appointment of Dixon Hughes PLLC as the Company’s independent registered public accounting firm for the year 2011. |
13,809,761 | 29,242 | 74,888 | 0 | |||||
|
4. Proposal to approve the BancTrust Financial Group, Inc. 2011 Incentive Compensation Plan. |
7,839,165 | 848,103 | 303,882 | 4,922,740 | |||||
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.
|
BANCTRUST FINANCIAL GROUP, INC. |
|||
|
|
|||
|
DATE: |
May 26, 2011 |
By: |
/s/ F. Michael Johnson |
|
|
F. Michael Johnson |
||
|
|
Executive Vice President, Chief Financial Officer |
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