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EX-99.1 - PRESS RELEASE - Bank of the Carolinas CORP | dex991.htm |
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): June 23, 2011
BANK OF THE CAROLINAS CORPORATION
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA | 000-52195 | 20-4989192 | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification number) | ||
135 BOXWOOD VILLAGE DRIVE, MOCKSVILLE, NORTH CAROLINA | 27028 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (336) 751-5755
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. |
Bank of the Carolinas Corporation (the Company) held its annual meeting of shareholders on June 23, 2011. At the meeting, the shareholders elected all of the directors nominated by the board of directors, ratified a resolution endorsing and approving compensation paid or provided to the Companys executive officers and the Companys executive compensation policies and practices, and ratified the appointment of Turlington and Company, L.L.P., as the Companys independent accountants for 2011, as follows:
Election of Directors
Director |
For |
Withheld |
Broker Non-Votes | |||
Jerry W. Anderson |
1,712,418 | 390,251 | 936,240 | |||
Alan M. Bailey |
1,712,863 | 389,806 | 936,240 | |||
William A. Burnette |
1,798,865 | 303,804 | 936,240 | |||
John A. Drye |
1,710,663 | 392,006 | 936,240 | |||
John W. Googe |
1,712,350 | 390,319 | 936,240 | |||
Henry H. Land |
1,713,063 | 389,606 | 936,240 | |||
Steven G. Laymon |
1,817,205 | 285,464 | 936,240 | |||
Grady L. McClamrock, Jr. |
1,712,619 | 390,050 | 936,240 | |||
Lynne Scott Safrit |
1,713,063 | 389,606 | 936,240 | |||
Francis W. Slate |
1,712,687 | 389,982 | 936,240 | |||
Stephen R. Talbert |
1,712,618 | 390,051 | 936,240 |
Advisory Vote on Executive Compensation
For |
Against |
Abstain |
Broker Non-Votes | |||
1,658,895 |
370,957 | 72,816 | 936,241 |
Ratification of Independent Accountants
For |
Against |
Abstain |
Broker Non-Votes | |||
2,706,144 |
282,948 | 49,817 | 0 |
Item 8.01 | Other Events. |
On June 24, 2011, the Company issued a press release announcing that it has retained The Hutchison Company, Durham, North Carolina, to assist the Company with certain investment banking matters, including its current and prospective strategic alternatives. A copy of the press release is attached as exhibit 99.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description of Exhibit | |
99.1 | Press release, dated June 24, 2011, regarding The Hutchison Company |
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future plans and expectations, and are thus prospective. Such forward-looking statements include but are not limited to (1) statements regarding potential future economic recovery, (2) statements with respect to our plans, objectives, expectations, intentions and other statements that are not historical facts, and (3) other statements identified by words such as believes, expects, anticipates, estimates, intends, plans, targets and projects, as well as similar expressions. Such statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, the Company can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by the Company or any person that the future events, plans or expectations contemplated by the Company will be achieved.
All subsequent written and oral forward-looking statements concerning the Company or any person acting on its behalf is expressly qualified in its entirety by the cautionary statements above. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
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.
BANK OF THE CAROLINAS CORPORATION | ||
By: | /s/ Eric E. Rhodes | |
Eric E. Rhodes | ||
Chief Financial Officer |
Dated: June 28, 2011
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
99.1 | Press release, dated June 24, 2011, regarding The Hutchison Company |