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 24, 2012
FIRST DEFIANCE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| Ohio | 0-26850 | 34-1803915 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer I.D. No.) |
601 Clinton Street, Defiance, Ohio 43512
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (419) 782-5015
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.
| (a) | On April 24, 2012, First Defiance Financial Corp. (“First Defiance”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on March 2, 2012, the voting record date, there were 9,630,528 First Defiance common shares outstanding and entitled to vote. At the Annual Meeting, 7,849,617, or 81.5%, of the outstanding common shares entitled to vote were represented by proxy or in person. |
| (b) | (i) Directors elected at the Annual Meeting for a three year term to expire at the 2015 Annual Meeting of Shareholders: |
Number of Votes:
| For | Withheld | Broker Non-Votes | ||||
| Douglas A. Burgei |
6,373,640 | 116,703 | 1,350,722 | |||
| Samuel S. Strausbaugh |
6,375,856 | 114,486 | 1,350,722 | |||
Other directors whose term of office continued after the Annual Meeting:
John L. Bookmyer
Stephen L. Boomer
Peter A. Diehl
William J. Small
Jean A. Hubbard
Barbara A. Mitzel
James L. Rohrs
Thomas A. Voigt
| (ii) | With respect to the vote to approve, in a non-binding advisory vote, First Defiance’s executive compensation disclosed in the proxy statement for the Annual Meeting: |
Number of Votes:
| For |
Against | Broker Non-Votes | Abstain | |||
| 6,100,503 |
337,147 | 1,350,725 | 61,242 | |||
| (iii) | With respect to the vote to ratify the appointment of Crowe Horwath LLP as First Defiance’s independent registered public accounting firm for the 2012 fiscal year: |
Number of Votes:
| For |
Against | Broker Non-Votes | Abstain | |||
| 7,801,545 |
25,076 | — | 22,995 | |||
2
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.
| FIRST DEFIANCE FINANCIAL CORP. | ||
| By: | /s/ Donald P. Hileman | |
| Donald P. Hileman | ||
| Chief Financial Officer | ||
Date: April 30, 2012
3