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 17, 2012
CoBiz Financial Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-15955
Colorado |
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84-0826324 |
(State or other jurisdiction of incorporation or |
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(IRS Employer Identification No.) |
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821 17th Street |
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80202 |
(Address of principal executive offices) |
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(Zip Code) |
(303) 312-3400
(Registrants telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
CoBiz Financial Inc. (the Company) held its annual meeting of shareholders on May 17, 2012, and the following matters were voted:
1. The election of the following nominees to serve as directors of the Company:
Nominee |
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For |
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Withheld |
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Broker |
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Steven Bangert |
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31,188,771 |
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1,334,653 |
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Michael B. Burgamy |
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28,054,816 |
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4,468,608 |
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Morgan Gust |
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31,867,042 |
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656,382 |
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Evan Makovsky |
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27,672,201 |
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4,851,223 |
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Douglas L. Polson |
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31,284,341 |
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1,239,083 |
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Mary K. Rhinehart |
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30,344,603 |
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2,178,821 |
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Noel N. Rothman |
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28,837,071 |
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3,686,353 |
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Bruce H. Schroffel |
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32,041,620 |
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481,804 |
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Timothy J. Travis |
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29,113,814 |
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3,409,610 |
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Mary Beth Vitale |
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30,870,760 |
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1,652,664 |
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Mary M. White |
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31,985,819 |
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537,605 |
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2. The nonbinding shareholder approval of executive compensation was approved as follows:
For |
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31,355,195 |
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Against |
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1,128,261 |
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Abstain |
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39,968 |
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Broker non-votes |
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3. The advisory proposal on the frequency of future advisory votes regarding executive compensation was voted as follows:
One Year |
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30,254,194 |
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Two Years |
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108,502 |
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Three Years |
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1,935,221 |
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Abstain |
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225,507 |
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In light of the voting results, where the majority of the shareholders favored an annual advisory vote on executive compensation, the Companys Board of Directors has elected to provide an annual advisory vote on executive compensation. This decision will be revisited at the next required vote on the frequency of shareholder votes on the compensation of executives, which is required to be provided at least every six years.
4. The shareholder proposal regarding the independence of the Chairman of the Board was voted against as follows:
For |
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8,363,549 |
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Against |
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23,723,474 |
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Abstain |
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436,401 |
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Broker non-votes |
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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.
CoBiz Financial Inc. |
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(Registrant) |
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/s/ |
Lyne Andrich |
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Lyne Andrich |
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EVP and CFO |
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CoBiz Financial Inc. |
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May 21, 2012 |