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): June 13, 2012
BANK OF THE CAROLINAS CORPORATION
(Exact name of Registrant as specified in its charter)
| NORTH CAROLINA | 000-52195 | 20-4989192 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification number) |
| 135 BOXWOOD VILLAGE DRIVE, MOCKSVILLE, NORTH CAROLINA | 27028 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (336) 751-5755
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:
| ¨ | 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. |
Bank of the Carolinas Corporation (the “Company”) held its annual meeting of shareholders on June 13, 2012. At the meeting, the shareholders elected all of the directors nominated by the board of directors, ratified a resolution endorsing and approving compensation paid or provided to the Company’s executive officers and the Company’s executive compensation policies and practices, and ratified the appointment of Turlington and Company, L.L.P., as the Company’s independent accountants for 2012, as follows:
Election of Directors
| Director |
For | Withheld | Broker Non-Votes |
|||||||||
| Jerry W. Anderson |
1,298,565 | 57,382 | 1,327,025 | |||||||||
| Alan M. Bailey |
1,298,673 | 57,275 | 1,327,025 | |||||||||
| John A. Drye |
1,296,165 | 59,783 | 1,327,025 | |||||||||
| John W. Googe |
1,296,303 | 59,645 | 1,327,025 | |||||||||
| Henry H. Land |
1,298,565 | 57,383 | 1,327,025 | |||||||||
| Grady L. McClamrock, Jr. |
1,298,673 | 57,275 | 1,327,025 | |||||||||
| Lynne Scott Safrit |
1,298,673 | 57,275 | 1,327,025 | |||||||||
| Francis W. Slate |
1,298,673 | 57,275 | 1,327,025 | |||||||||
| Stephen R. Talbert |
1,300,262 | 55,686 | 1,327,025 | |||||||||
Advisory Vote on Executive Compensation
| For |
Against | Abstain | Broker Non-Votes |
|||||||||
| 1,138,336 | 132,931 | 54,681 | 1,357,025 | |||||||||
Ratification of Independent Accountants
| For |
Against | Abstain | Broker Non-Votes |
|||||||||
| 2,575,259 | 87,152 | 20,562 | -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.
| BANK OF THE CAROLINAS CORPORATION | ||
| By: | /s/ Stephen R. Talbert | |
| Stephen R. Talbert | ||
| President and Chief Executive Officer | ||
Dated: June 15, 2012