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

 

84-0826324

(State or other jurisdiction of incorporation or
organization)

 

(IRS Employer Identification No.)

 

 

 

821 17th Street
Denver, Colorado

 

80202

(Address of principal executive offices)

 

(Zip Code)

 

(303) 312-3400

(Registrant’s 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

 

For

 

Withheld

 

Broker
non-votes

 

Steven Bangert

 

31,188,771

 

1,334,653

 

 

Michael B. Burgamy

 

28,054,816

 

4,468,608

 

 

Morgan Gust

 

31,867,042

 

656,382

 

 

Evan Makovsky

 

27,672,201

 

4,851,223

 

 

Douglas L. Polson

 

31,284,341

 

1,239,083

 

 

Mary K. Rhinehart

 

30,344,603

 

2,178,821

 

 

Noel N. Rothman

 

28,837,071

 

3,686,353

 

 

Bruce H. Schroffel

 

32,041,620

 

481,804

 

 

Timothy J. Travis

 

29,113,814

 

3,409,610

 

 

Mary Beth Vitale

 

30,870,760

 

1,652,664

 

 

Mary M. White

 

31,985,819

 

537,605

 

 

 

2.              The nonbinding shareholder approval of executive compensation was approved as follows:

 

For

 

31,355,195

 

Against

 

1,128,261

 

Abstain

 

39,968

 

Broker non-votes

 

 

 

3.              The advisory proposal on the frequency of future advisory votes regarding executive compensation was voted as follows:

 

One Year

 

30,254,194

 

Two Years

 

108,502

 

Three Years

 

1,935,221

 

Abstain

 

225,507

 

 

In light of the voting results, where the majority of the shareholders favored an annual advisory vote on executive compensation, the Company’s 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

 

8,363,549

 

Against

 

23,723,474

 

Abstain

 

436,401

 

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.

 

 

(Registrant)

 

 

 

 

 

 

/s/

Lyne Andrich

 

 

Lyne Andrich

 

 

EVP and CFO

 

 

CoBiz Financial Inc.

 

 

 

 

 

May 21, 2012

 

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