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EX-99.1 - IBERIABANK CORPORATION CORPORATE GOVERNANCE GUIDELINES - IBERIABANK CORP | d292261dex991.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): January 27, 2012
IBERIABANK CORPORATION
(Exact name of Registrant as Specified in Charter)
Louisiana | 0-25756 | 72-1280718 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
200 West Congress Street, Lafayette, Louisiana 70501
(Address of Principal Executive Offices)
(337) 521-4003
Registrants telephone number, including area code
NOT APPLICABLE
(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:
¨ | 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 8.01 | Other Events |
The Companys Board of Directors (the Board) has approved an amendment to the Companys Corporate Governance Guidelines (the Guidelines) regarding majority voting for directors. The Board reviewed recent governance developments and an interested shareholder input on the subject of majority voting in the election of directors. The Board concluded that when shareholders vote withheld more than for with regard to a director nominee, the Nominating and Corporate Governance Committee (the Committee) and the Board should carefully consider and assess whether it would be appropriate for the director to remain on the Board.
As amended, the Guidelines provide that in an uncontested director election, any nominee for director who receives a greater number of votes withheld from his or her election than votes for such election (a Majority Withheld Vote) would promptly tender his or her resignation following certification by the Secretary of the shareholder vote. The current plurality vote standard will be retained for contested director elections (elections in which the number of director nominees exceeds the number of Board seats).
The Committee would promptly consider the resignation offer, and a range of possible responses based on the circumstances that led to the Majority Withheld Vote, if known, and make a recommendation to the Board. The Board would act on the Committees recommendation within 90 days following certification of the shareholder vote.
If each member of the Committee received a Majority Withheld Vote at the same election, then the directors who did not receive a Majority Withheld Vote would consider the resignation offers and recommend to the Board whether to accept them. If three or fewer directors failed to receive a Majority Withheld Vote, all directors may participate in the action regarding the resignation offers. Any director who tenders his or her resignation pursuant to the Guidelines would not participate in the Committees recommendation or Board action regarding whether to accept his or her individual offer to resign. Thereafter, the Board would promptly disclose its decision-making process and decision regarding whether to accept the directors resignation offer (or the reason(s) for rejecting the resignation offer, if applicable) in a Current Report on Form 8-K furnished to the Securities and Exchange Commission.
A link to the amended Guidelines is on the Investor Relations portion of the Companys website at http://www.iberiabank.com.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
99.1 | IBERIABANK Corporation Corporate Governance Guidelines, as amended. |
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.
IBERIABANK CORPORATION | ||||
Date: January 31, 2012 | By: | /s/ Daryl G. Byrd | ||
Daryl G. Byrd | ||||
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
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99.1 | IBERIABANK Corporation Corporate Governance Guidelines, as amended. |