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 21, 2012
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FIRST SENTRY BANCSHARES, INC.
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(Exact Name of Registrant as Specified in Charter)
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West Virginia
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000-53790
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03-0398338
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(State or Other Jurisdiction)
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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823 Eighth Street, Huntington, West Virginia
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25701
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (304) 522-6400
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))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 21, 2012, the stockholders of First Sentry Bancshares, Inc. (the “Company”) approved the First Sentry Bancshares, Inc. 2012 Stock Option Plan, which provides for the grant of stock options to officers and employees of the Company and First Sentry Bank. A description of the material terms of the plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 13, 2012. A copy of the plan is being filed as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2012, the Company held its Annual Meeting of Stockholders. At the Annual Meeting, stockholders considered the election of directors, the ratification of the independent registered public accounting firm and the approval of the First Sentry Bancshares, Inc. 2012 Stock Option Plan. All directors were elected to a one year term, Hess, Stewart & Campbell, PLLC was ratified as the Company’s independent registered public accounting firm for the year ending December 31, 2012 and the First Sentry Bancshares, Inc. 2012 Stock Option Plan was approved. A breakdown of the votes cast is set forth below.
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1. The election of directors
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For
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Withheld
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Broker
non-votes
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Robert H. Beymer
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763,039
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8,561
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218,465
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Geoffrey S. Sheils
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770,800
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800
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218,465
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Kerry P. Dillard
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770,800
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800
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218,465
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David Fox, III
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770,800
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800
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218,465
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Jeffrey E. Hood
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770,800
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800
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218,465
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Johnnie Jones
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770,800
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800
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218,465
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Nester S. Logan
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770,800
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800
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218,465
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J. Grant McGuire
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763,039
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8,561
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218,465
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Charles H. McKown, Jr., M.D.
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770,800
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800
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218,465
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Edward W. Morrison, Jr.
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763,039
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8,561
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218,465
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Sally C.B. Oxley
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770,800
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800
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218,465
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George A. Patterson, III
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770,800
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800
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218,465
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Paul B. Riedel
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770,800
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800
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218,465
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Robert L. Shell, Jr.
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763,839
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7,761
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218,465
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J. Roger Smith
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767,870
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3,730
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218,465
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Marc A. Sprouse
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758,539
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13,061
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218,465
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Paul L. Turman, III
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770,800
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800
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218,465
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John Jay White
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770,800
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800
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218,465
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Joseph Williams
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770,800
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800
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218,465
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S. Kenneth Wolfe, M.D
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770,800
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800
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218,465
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2. The ratification of the appointment of Hess, Stewart & Campbell, PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2012.
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For
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Against
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Abstain
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Broker non-votes
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988,889
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956
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220
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—
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3. The approval of the First Sentry Bancshares, Inc. 2012 Stock Option Plan.
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For
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Against
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Abstain
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Broker non-votes
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748,145
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12,355
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11,100
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218,465
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Item 9.01 Financial Statements and Exhibits
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(a)
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No financial statements of businesses acquired are required.
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(b)
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No pro forma financial information is required.
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(c)
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Not Applicable.
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(d)
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Exhibits.
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10.1
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First Sentry Bancshares, Inc. 2012 Stock Option Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 13, 2012 (file no. 000-53790))
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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.
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FIRST SENTRY BANCSHARES, INC.
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DATE: May 22, 2012
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By: /s/ Geoffrey S. Sheils
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Geoffrey S. Sheils
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President and Chief Executive Officer
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