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

NORTH VALLEY BANCORP
(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of incorporation)
     
0-10652
 
94-2751350
(Commission File Number)
 
(IRS Employer Identification No.)
     
300 Park Marina Circle, Redding, CA 96001
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (530) 226-2900

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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
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

The 2011 Annual Meeting of Shareholders of North Valley Bancorp (the “Company”) was held on May 26, 2011. Four matters were submitted to a vote of the shareholders through the solicitation of proxies and the results of the voting are set forth below:

Proposal 1. The following eight persons were nominated and elected as Directors of the Company, to serve for terms of one year. The voting results were as follows:

Nominees
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
             
Michael J. Cushman
 
5,122,917
 
65,117
 
460,440
Dante W. Ghidinelli
 
5,165,118
 
22,916
 
460,440
Kevin D. Hartwick
 
5,164,979
 
23,055
 
460,440
Roger B. Kohlmeier
 
5,165,118
 
22,916
 
460,440
Timothy R. Magill
 
5,164,979
 
23,055
 
460,440
Martin A. Mariani
 
5,165,118
 
22,916
 
460,440
Dolores M. Vellutini
 
5,164,820
 
23,214
 
460,440
J.M. (Mike) Wells, Jr.
 
5,163,286
 
24,748
 
460,440

Proposal 2. Advisory (non-binding) vote on the Company’s executive compensation (“Say On Pay”). The voting results were as follows:

For
 
Against
 
Abstain
 
Broker Non-Votes
             
5,128,595
 
42,513
 
16,926
 
460,440

Proposal 3. Advisory (non-binding) vote on the frequency of future “Say On Pay” votes. The voting results were as follows:

1 Year
 
2 Years
 
3-Years
 
Abstain
 
Broker Non-Votes
                 
4,733,987
 
25,652
 
392,156
 
36,239
 
460,440

Proposal 4. To ratify the appointment of Perry-Smith LLP as the Company’s Independent Registered Public Accounting Firm for 2011. The proposal was approved. The voting results were as follows:

For
 
Against
 
Abstain
 
Broker Non-Votes
             
5,627,092
 
8,876
 
12,506
 
-0-

 
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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.
 
  NORTH VALLEY BANCORP
     
Dated: May 27, 2011
By:
/s/ Kevin R. Watson
   
Kevin R. Watson
   
Executive Vice President
   
Chief Financial Officer
 
 
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