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): March 28, 2013
PremierWest Bancorp
(Exact Name of Registrant as specified in its charter)
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Oregon (State or other jurisdiction of incorporation) |
000-50332 (Commission File Number) |
93 - 1282171 (IRS Employer Identification No.)
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503 Airport Road, Medford, Oregon 97504 Address of Principal Executive Office |
| Registrant's telephone number including area code | 541-618-6003 |
(Former name or former address, if changed since last report)
Not applicable
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On February 19, 2013, PremierWest Bancorp (“PremierWest”) held a special meeting of shareholders. PremierWest adjourned the special meeting to March 13, 2013, and to March 28, 2013, to solicit additional proxies to approve the merger proposal described below.
(b) At the special meeting, including the adjournments thereof, shareholders voted on the following matters, with the votes as set forth below:
1. Proposal to approve the Agreement and Plan of Merger, dated October 29, 2012, among PremierWest, Starbuck Bancshares, Inc. (“Starbuck”), and Pearl Merger Sub Corp., a wholly owned subsidiary of Starbuck (“Pearl Merger Sub”), as amended by the First Amendment to Agreement and Plan of Merger dated March 16, 2013, pursuant to which PremierWest will merge with and into Pearl Merger Sub, with Pearl Merger Sub as the surviving entity:
| VOTES FOR | 5,099,107 | |
| VOTES AGAINST | 3,237,826 | |
| ABSTENTIONS | 38,848 | |
| BROKER NON-VOTES | 0 |
Shareholders approved the merger proposal.
2. Proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to PremierWest Bancorp’s named executive officers in connection with the merger, including the agreements and understandings pursuant to which such compensation may be paid or become payable.
| VOTES FOR | 4,671,462 | |
| VOTES AGAINST | 3,553,657 | |
| ABSTENTIONS | 150,662 | |
| BROKER NON-VOTES | 0 |
On an advisory basis, shareholders approved the compensation payable in connection with the merger.
3. Proposal to approve the special meeting’s adjournment, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger agreement.
| VOTES FOR | 5,057,545 | |
| VOTES AGAINST | 3,218,640 | |
| ABSTENTIONS | 99,596 | |
| BROKER NON-VOTES | 0 |
Shareholders approved the adjournment proposal.
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.
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Date: March 28, 2013 |
PREMIERWEST BANCORP (Registrant)
By: /s/ Doug Biddle Doug Biddle Executive Vice President and Chief Financial Officer |