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 25, 2012
MANHATTAN BANCORP
(Exact name of registrant as specified in its charter)
California (State or other jurisdiction of |
000-54116 |
20-5344927 (IRS Employer |
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2141 Rosecrans Avenue, Suite 1100 El Segundo, California (Address of principal executive offices) |
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90245 (Zip Code) |
Registrants telephone number, including area code: (310) 606-8000
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:
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.
On May 25, 2012, Manhattan Bancorp (the Company) held its 2012 Annual Meeting of Shareholders (the Annual Meeting). As of the record date for the Annual Meeting, there were 3,997,631 shares entitled to vote on all matters presented to the Companys shareholders at the Annual Meeting. Votes representing approximately 72.17% of the Companys common stock were present in person or represented by proxy at the Annual Meeting. At the Annual Meeting, the Companys shareholders (i) approved that certain Agreement and Plan of Merger and Reorganization, dated November 21, 2011, as amended on January 18, 2012 (the Merger Agreement), (ii) approved the adjournment of the Annual Meeting, if necessary or appropriate in the judgment of the Companys Board of Directors, to solicit additional proxies or votes in favor of the approval of the Merger Agreement, (iii) elected all ten nominees for director to the Companys Board of Directors, and (iv) approved a proposal to ratify the selection of McGladrey & Pullen, LLP as the Companys independent registered public accounting firm for 2012. The following are the voting results of each matter submitted to the Companys shareholders at the Annual Meeting.
1. Approval of the Agreement and Plan of Merger and Reorganization, dated November 21, 2011, as amended on January 18, 2012:
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VOTES |
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% of SHARES |
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FOR: |
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2,591,958 |
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65.00% |
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AGAINST: |
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31,000 |
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0.78% |
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ABSTAIN: |
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5,000 |
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0.13% |
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BROKER NON-VOTES: |
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249,730 |
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6.26% |
2. Adjournment of the Annual Meeting, if necessary or appropriate in the judgment of the Companys Board of Directors, to solicit additional proxies or votes in favor of the approval of the Merger Agreement:
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VOTES |
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% of SHARES VOTING |
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FOR: |
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2,822,688 |
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98.09% |
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AGAINST: |
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50,000 |
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1.74% |
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ABSTAIN: |
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5,000 |
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0.17% |
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BROKER NON-VOTES: |
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0 |
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0% |
3. Election of the following ten nominees to the Companys Board of Directors:
NOMINEE |
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FOR |
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WITHHELD |
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Chris W. Caras, Jr. |
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2,596,958 |
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31,000 |
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Harry W. Chenoweth |
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2,596,958 |
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31,000 |
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J. Grant Couch, Jr. |
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2,596,958 |
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31,000 |
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John D. Flemming |
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2,596,958 |
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31,000 |
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Patrick E. Greene |
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2,596,958 |
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31,000 |
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Christopher J. Growney |
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2,596,958 |
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31,000 |
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Greg B. Jacobson |
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2,596,458 |
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31,500 |
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Larry S. Murphy |
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2,596,958 |
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31,000 |
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Terry L. Robinson |
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2,596,458 |
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31,500 |
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Stephen P. Yost |
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2,596,958 |
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31,000 |
4. Ratification of the selection of McGladrey & Pullen, LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2012:
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VOTES |
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% of SHARES VOTING |
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FOR: |
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2,875,188 |
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99.91% |
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AGAINST: |
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0 |
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0% |
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ABSTAIN: |
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2,500 |
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0.09% |
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BROKER NON-VOTES: |
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0 |
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0% |
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.
Date: May 31, 2012 |
MANHATTAN BANCORP | ||
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(Registrant) | ||
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By: |
/s/ BRIAN E. CÔTÉ |
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Brian E. Côté | |
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Executive Vice President and Chief |