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): May 10, 2012
ALARION FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Florida | 000-51843 | 20-3851373 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Northeast First Avenue, Ocala, Florida 34470
(address of principal executive offices)
Registrant’s telephone number: (352) 237-4500
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 Instructions 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders (the “Annual Meeting”) of Alarion Financial Services, Inc. (the “Company”) was held on April 27, 2011, to vote on the following proposals:
| Proposal I: |
Election of seven directors | |
| Proposal II: |
Amendment of the Articles of Incorporation to authorize the Board of Directors to designate series of preferred stock without further shareholder approval | |
| Proposal III: |
Approval of the issuance of substitute shares of preferred stock to the United States Treasury | |
| Proposal IV: |
An advisory vote to approve the compensation paid to our executive officers | |
| Proposal V: |
Ratification of the selection of Hacker, Johnson & Smith PA as independent auditors | |
| Proposal VI: |
Adjournment of the meeting |
Listed below are the results of the matters subject to a vote of security holders:
| For | Withheld | Abstain | Broker Nonvote |
|||||||||||||
| Proposal I |
||||||||||||||||
| Carol R. Bosshardt |
1,239,721 | 6,750 | 0 | 122,405 | ||||||||||||
| Gloria W. Fletcher |
1,243,471 | 3,000 | 0 | 122,405 | ||||||||||||
| Loralee W. Hutchinson |
1,243,471 | 3,000 | 0 | 122,405 | ||||||||||||
| Jon M. Kurtz |
1,239,721 | 6,750 | 0 | 122,405 | ||||||||||||
| Ignacio L. Leon |
1,243,471 | 3,000 | 0 | 122,405 | ||||||||||||
| Job E. White |
1,243,471 | 3,000 | 0 | 122,405 | ||||||||||||
| Thomas W. Williams, Jr. |
1,243,471 | 3,000 | 0 | 122,405 | ||||||||||||
| Proposal II |
1,028,637 | 166,184 | 51,650 | 122,405 | ||||||||||||
| Proposal III |
1,068,637 | 124,934 | 52,900 | 122,405 | ||||||||||||
| Proposal IV |
1,112,833 | 82,388 | 51,250 | 122,405 | ||||||||||||
| Proposal V |
1,350,702 | 9,564 | 8,250 | 0 | ||||||||||||
| Proposal VI |
1,285,408 | 48,478 | 26,250 | 8,380 | ||||||||||||
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.
| ALARION FINANCIAL SERVICES, INC. | ||||
| (Registrant) | ||||
| Date: May 14, 2012
|
||||
| /s/ Matthew Ivers | ||||
| Matthew Ivers | ||||
| Chief Financial Officer | ||||