UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


FORM 8-K/A No. 1

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 28, 2011 (April 26, 2011)
 
NATIONAL PENN BANCSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
 
Pennsylvania
(State or Other Jurisdiction of Incorporation)
 
000-22537-01
 
23-2215075
(Commission File Number)
 
(IRS Employer Identification No.)
 
Philadelphia and Reading Avenues,
Boyertown, PA  19512
(Address of Principal Executive Offices)
 
Registrant’s telephone number, including area code: (800) 822-3321
 
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 (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(b) under the Exchange Act (17 CFR 240.14a-12(b))
 
[ ]
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))


 
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Section 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders

On April 26, 2011, the shareholders of National Penn Bancshares, Inc. (“National Penn”) held their annual meeting of shareholders.  As previously reported on a Form 8-K dated April 29, 2011,  the shareholders approved, in an advisory non-binding vote, having an advisory non-binding vote, as required by the Dodd-Frank Act, on National Penn’s executive officer compensation on an annual basis.

At the June 22, 2011 meeting of the Board of Directors of National Penn, based on a recommendation of the Board’s Compensation Committee, the Board approved holding this advisory, non-binding, vote annually.



 
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SIGNATURE


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.



   
NATIONAL PENN BANCSHARES, INC.
     
Date:
June 28, 2011
 
By:
/s/ Scott V. Fainor
       
Name:
Scott V. Fainor
       
Title:
President and CEO



 
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