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 24, 2011

 

 

TOWER BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania

(State or other jurisdiction of incorporation)

 

001-34277   25-1445946
(Commission file number)   (IRS employer ID)
112 Market Street, Harrisburg, Pennsylvania   17101
(Address of principal executive office)   (Zip Code)

Registrant’s telephone number, including area code – (717) 231-2700

 

 

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):

 

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Special Awards

On May 24, 2011, the Employee Development Committee of the Board of Directors of Tower Bancorp, Inc. (“Tower”) approved cash awards for certain employees, including Tower’s executive officers, to recognize exceptional individual performance in connection with the successful merger integration and systems conversion relating to Tower’s acquisition of First Chester County Corporation.

The awards to the named executive officers, which were also approved by Tower’s board of directors, are as follows.

 

Name/Position

  

Amount of Award

 

Andrew Samuel
Chief Executive Officer

   $ 100,000   

Jeffrey Renninger
President and Chief Operating Officer

   $ 60,000   

Janak Amin
Executive Vice President and President and Chief Executive Officer of Graystone Tower Bank

   $ 60,000   

Jane Tompkins
Executive Vice President and Chief Risk Officer

   $ 35,000   

Carl Lundblad
Executive Vice President and General Counsel

   $ 35,000   

 

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2011 annual meeting of the shareholders of Tower Bancorp, Inc. was held on May 24, 2011. Notice of the meeting was mailed to shareholders of record on or about April 11, 2011 together with proxy solicitation materials prepared in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder. As of the record date there were a total of 11,983,576 shares of common stock outstanding and entitled to vote at the annual meeting. The following proposals were voted on at the annual meeting:

Proposal 1 – Election of Directors

There was no solicitation in opposition to the nominees of the Board of Directors for election to the Board of Directors and all such nominees were elected. The number of votes cast for or withheld, as well as the number of abstentions and broker nonvotes, for each of the nominees for election to the Board of Directors, was as follows:

 

Nominee

   For      Withheld      Abstentions    Broker Nonvotes

Clifford E. DeBaptiste

     8,641,035         374,558       0    1,606,647

Edward A. Leo

     8,770,519         245,074       0    1,606,647

Jeffrey F. Lehman

     8,741,086         274,507       0    1,606,647

Charles C. Pearson, Jr.

     8,774,200         241,393       0    1,606,647

William E. Pommerening

     8,784,397         231,196       0    1,606,647

Andrew S. Samuel

     8,653,459         362,134       0    1,606,647


Proposal 2 – Advisory Vote Regarding Executive Compensation

The proposal to approve the compensation of Tower’s named executive officers was approved by the required affirmative vote of a majority of the shares of common stock present at the meeting, in person or by proxy. The number of votes cast for and against, as well as the number of abstentions and broker nonvotes on this proposal, was as follows:

 

For    Against    Abstentions    Broker Nonvotes
8,340,531    588,117    86,944    1,606,648

Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes Regarding Executive Compensation

An annual advisory vote on executive compensation was approved by a plurality of the votes cast. The number of votes cast for each of the frequency options, as well as the number of abstentions and broker nonvotes on this proposal, was as follows

 

One Year    Two Years    Three Years    Abstain    Broker Nonvotes
4,646,517    92,760    4,145,565    130,750    1,606,648

Proposal 4 – Approval and Adoption of Amendment to Articles of Incorporation

The proposed amendment to Tower’s Amended and Restated Articles of Incorporation to limit the transactions requiring approval of Tower’s shareholders by a supermajority vote was approved by the affirmative vote of more than 66-2/3% of the outstanding shares of Tower’s common stock. The number of votes cast for and against this proposal, as well as the number of abstentions on this proposal, was as follows:

 

For    Against    Abstentions    Broker Nonvotes
8,267,426    2,310,879    43,935    —  

Proposal 5 – Ratification of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of KPMG LLP as Tower’s independent registered public accounting firm for the year ended December 31, 2011 was approved by a majority of the votes cast on the matter. The number of votes cast for and against, as well as the number of abstentions on this proposal, was as follows:

 

For    Against    Abstentions    Broker Nonvotes
10,544,874    26,165    51,201    —  


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 thereunto duly authorized.

 

      TOWER BANCORP, INC.
      (Registrant)
Date:  

May 27, 2011

    By:  

/s/ Andrew S. Samuel

             Andrew S. Samuel
             Chief Executive Officer