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
CAPITAL BANK CORPORATION
(Exact name of registrant as specified in its charter)
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North Carolina
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000-30062
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56-2101930
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(State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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333 Fayetteville Street, Suite 700
Raleigh, North Carolina 27601
(Address of principal executive offices) (Zip Code)
(919) 645-6400
(Registrant’s telephone number, including area code)
N/A
(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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Capital Bank Corporation (the “Company”) held its Annual Meeting of Shareholders on May 26, 2011. The shareholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement dated April 29, 2011.
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Proposal 1: Election of seven nominees to serve as directors each for a term of one year or until his or her successor is duly elected and qualified. The votes were cast as follows:
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Name
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Votes For
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Withheld
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Broker Non-Votes
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Charles F. Atkins
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77,683,917
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165,781
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4,673,067
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Peter N. Foss
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77,723,163
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126,535
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William A. Hodges
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77,719,924
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129,774
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O. A. Keller, III
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76,223,365
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1,626,333
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Christopher G. Marshall
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77,256,025
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593,673
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R. Bruce Singletary
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77,304,007
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545,691
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R. Eugene Taylor
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77,304,291
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545,407
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All director nominees were duly elected.
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Proposal 2: Ratification of the action of the Audit Committee of the Board of Directors in appointing PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. The votes were cast as follows:
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Votes For
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Votes Against
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Abstained
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Broker Non-Votes
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82,418,562
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70,671
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33,531
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0
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Proposal 2 was approved.
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Proposal 3: Approval of a nonbinding advisory proposal regarding TIB Financial Corp.’s executive compensation matters. The votes were cast as follows:
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Votes For
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Votes Against
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Abstained
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Broker Non-Votes
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77,637,165
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148,367
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64,166
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4,673,067
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Proposal 3 was approved.
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Proposal 4: Approval of a nonbinding advisory proposal regarding the frequency of future advisory proposals on TIB Financial Corp.’s executive compensation matters. The votes were cast as follows:
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1 Year
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2 Years
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3 Years
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Abstained
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Broker Non-Votes
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2,718,339
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103,298
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74,915,555
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112,503
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4,673,067
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Shareholders approved having an advisory proposal on executive compensation matters every three years.
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.
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Date: May 27, 2011
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CAPITAL BANK CORPORATION
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By:
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/s/ Christopher G. Marshall
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Christopher G. Marshall
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Chief Financial Officer
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