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 25, 2012
FIRST NIAGARA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 42-1556195 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
| 726 Exchange Street, Suite 618, Buffalo, NY | 14210 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(716) 819-5500
(Registrant’s telephone number)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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. |
At our Annual Meeting of Stockholders on April 25, 2012, the nominees for directors of the Company proposed were elected. On other business conducted at the Annual Meeting, stockholders approved our 2012 Equity Incentive Plan and our Executive Annual Incentive Plan. Stockholders also voted in favor of an advisory non-binding proposal to approve our executive compensation programs and policies. Lastly, they ratified the appointment of KPMG LLP as Independent Registered Public Accounting Firm for the year ending December 31, 2012. Stockholders cast votes as follows:
| Number of Votes | ||||||||
| Matter Considered |
For | Withheld | ||||||
| Election of Directors: |
||||||||
| Roxanne J. Coady |
252,408,360 | 5,262,199 | ||||||
| Carl A. Florio |
226,210,901 | 31,459,658 | ||||||
| Nathaniel D. Woodson |
252,552,958 | 5,117,601 | ||||||
| Matter Considered |
||||||||||||||||
| For | Against | Abstain | Broker non-votes |
|||||||||||||
| Advisory non-binding vote to approve our executive compensation programs and policies |
244,482,052 | 9,925,046 | 3,263,461 | 53,198,530 | ||||||||||||
| For | Against | Abstain | Broker non- votes |
|||||||||||||
| Approval of the First Niagara Financial Group, Inc. 2012 Equity Incentive Plan |
243,453,061 | 12,503,353 | 1,714,145 | 53,198,530 | ||||||||||||
| For | Against | Abstain | Broker non- votes |
|||||||||||||
| Approval of the First Niagara Financial Group, Inc. Executive Annual Incentive Plan |
243,894,266 | 12,499,063 | 1,277,230 | 53,198,530 | ||||||||||||
| For | Against | Abstain | ||||||||||||||
| Ratification of KPMG LLP as Independent Registered Public Accounting Firm for the year ending December 31, 2012 |
303,811,486 | 6,243,581 | 814,022 | |||||||||||||
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Not Applicable. |
| (b) | Not Applicable. |
| (c) | Not Applicable. |
| (d) | Exhibits. |
None.
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.
| FIRST NIAGARA FINANCIAL GROUP, INC. | ||||||
| DATE: April 26, 2012 | By: | /s/ Gregory W. Norwood | ||||
| Gregory W. Norwood | ||||||
| Chief Financial Officer | ||||||
| (Duly authorized representative) | ||||||