UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment 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): May 24, 2011
VIEWPOINT FINANCIAL GROUP,
INC.
(Exact name of registrant as
specified in its charter)
| Maryland | 001-34737 | 27-2176993 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1309 W. 15th Street, Plano,
Texas |
75075 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (972) 578-5000
| 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:
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))
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) updates information originally provided under Item 5.07 in a Current Report on Form 8-K, filed on May 27, 2011 (the “Original Filing”), in which ViewPoint Financial Group, Inc. (the “Registrant”) reported voting results for its annual meeting of shareholders held on May 24, 2011 (the “Annual Meeting”), including the voting results for both the Registrant’s shareholder advisory vote on the compensation of its named executive officers (the “Say on Pay Vote”) and the Registrant’s shareholder advisory vote regarding the frequency of future Say on Pay Votes (the “Frequency Vote”). The sole purpose of this Amendment is to revise Item 5.07 to disclose the Registrant’s decision, in light of the results of the Frequency Vote at the Annual Meeting, as to how frequently the Registrant will include a Say on Pay Vote in its annual meeting proxy materials until the next required Frequency Vote is held. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original Filing, and this Amendment should be read in conjunction with the Original Filing.
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
ViewPoint Financial Group, Inc. (“the Registrant”) held its annual meeting of shareholders on May 24, 2011. Holders of record of the Registrant’s common stock at the close of business on April 4, 2011, were entitled to vote on four proposals at the annual meeting. The final voting results of each proposal are set forth below.
Proposal 1 – Election of Directors
The Registrant’s shareholders approved the election of James B. McCarley and Karen H. O’Shea as directors of the Registrant for a term to expire in the year 2014.
| James B. McCarley | Karen H. O’Shea | |||||||
|
|
||||||||
|
For
|
24,141,824 | 24,172,536 | ||||||
|
Withheld
|
1,085,894 | 1,055,182 | ||||||
|
Broker Non-Votes
|
3,746,199 | 3,746,199 | ||||||
Proposal 2 – Ratification of Independent Registered Public Accounting Firm
The Registrant’s shareholders approved the ratification of the appointment of Ernst & Young LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
|
For
|
28,796,826 | |||
|
Against
|
172,278 | |||
|
Abstain
|
4,813 | |||
|
Broker Non-Votes
|
0 |
Proposal 3 – Shareholder Advisory Vote as to the Compensation of the Registrant’s Executives
A majority of the Registrant’s shareholders, in a non-binding advisory vote, voted for the compensation of the Registrant’s named executive officers.
|
For
|
24,939,334 | |||
|
Against
|
212,051 | |||
|
Abstain
|
76,333 | |||
|
Broker Non-Votes
|
3,746,199 |
Proposal 4 – Shareholder Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation
A majority of the Registrant’s shareholders, in a non-binding advisory vote, voted for “every year” as the preferred
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frequency of the advisory vote as to the compensation of the Registrant’s named executive officers.
| Every Year | 16,922,484 | ||||
| Every Other Year | 250,088 | ||||
| Once Every Three Years | 8,016,469 | ||||
|
Abstain
|
38,677 | ||||
|
Broker Non-Votes
|
3,746,199 |
On August 27, 2011, the Board of Directors of the Registrant determined, in light of the results of the Frequency Vote at the Annual Meeting, that the Registrant will include a Say on Pay vote in its annual meeting proxy materials every year until the next required Frequency Vote is held.
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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.
VIEWPOINT FINANCIAL GROUP, INC.
| Date: September 1, 2011 | By: | /s/ Pathie E. McKee |
| Pathie E. McKee, Executive Vice President and Chief Financial Officer |
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