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): April 16, 2012
CARROLL BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 000-54422 | 27-5463184 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1321 Liberty Road Sykesville, Maryland |
21784 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (410) 795-1900
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 (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 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)) |
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 16, 2012, Carroll Bancorp, Inc. held its Annual Meeting of Stockholders at which its stockholders voted on the following matters:
| 1. | To elect three directors to serve for a three year term ending at the Annual Meeting of Stockholders to be held in 2015, and until their successors are duly elected and qualified. |
| Votes For | Votes Withheld |
Broker Non-Votes |
||||||||||
| Brian L. Haight |
254,363 | 1,001 | 48,623 | |||||||||
| Russell J. Grimes |
254,263 | 1,101 | 48,623 | |||||||||
| Mark S. Zinnamosca (1) |
250,813 | 4,551 | 48,623 | |||||||||
To elect one director to serve for a two year term ending at the Annual Meeting of Stockholders to be held in 2014, and until her successors are duly elected and qualified.
| Robin L. Weisse (1) |
251,113 | 4,251 | 48,623 |
| (1) | Contingent upon the expiration of the required 30-day regulatory notice period without objection. |
| 2. | To ratify the appointment of Stegman & Company as the Company’s independent registered public accounting firm for the year ending December 31, 2012. |
| Votes For |
302,327 | |||
| Votes Against |
1,660 | |||
| Abstain |
— | |||
| Broker Non-Votes |
— |
| 3. | To approve the Carroll Bancorp, Inc. 2011 Stock Option Plan. |
| Votes For |
229,088 | |||
| Votes Against |
8,101 | |||
| Abstain |
18,175 | |||
| Broker Non-Votes |
48,623 |
| 4. | To approve the Carroll Bancorp, Inc. 2011 Recognition and Retention Plan and Trust Agreement. |
| Votes For |
219,488 | |||
| Votes Against |
17,601 | |||
| Abstain |
18,275 | |||
| Broker Non-Votes |
48,623 |
| 5. | To adjourn the Annual Meeting to a later time or date, if necessary to permit further solicitation of additional proxies in the event there are not sufficient votes at the time of the meeting to approve the matters to be considered by stockholders at the meeting. |
| Votes For |
297,327 | |||
| Votes Against |
2,160 | |||
| Abstain |
4,500 | |||
| Broker Non-Votes |
— |
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.
| Date: April 20, 2012 | CARROLL BANCORP, INC. | |
| /s/ Michael J. Gallina | ||
| Michael J. Gallina, Chief Financial Officer | ||