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EX-99.1 - EX-99.1 - CARDINAL FINANCIAL CORPa13-10462_1ex99d1.htm

 

 

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):   April 18, 2013

 


 

CARDINAL FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Virginia

 

0-24557

 

54-1874630

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

8270 Greensboro Drive, Suite 500
McLean, Virginia

 

22102

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (703) 584-3400

 

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:

 

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 2.02              Results of Operations and Financial Condition.

 

On April 18, 2013, Cardinal Financial Corporation (“Cardinal”) issued a press release reporting its financial results for the period ended March 31, 2013.  A copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 2.02.

 

Item 5.07              Submission of Matters to a Vote of Security Holders.

 

Cardinal Financial Corporation (the “Company”) held its Annual Meeting of Shareholders on April 19, 2013 (the “Annual Meeting”).  At the Annual Meeting, the shareholders of the Company elected one director to serve a term of one year and three directors to serve for three-year terms each, approved the non-binding resolution to endorse the Company’s executive compensation program, and ratified the Company’s appointment of KPMG LLP as the Company’s independent auditors for 2013.  The voting results for each proposal are as follows:

 

1.              To elect as director for a term of one year, expiring at the 2014 annual meeting of shareholders:

 

 

 

For

 

Withhold

 

Broker
Non-Vote

 

B.G. Beck

 

20,978,725

 

2,737,165

 

3,666,611

 

 

To elect as directors for a term of three years each, expiring at the 2016 annual meeting of shareholders:

 

 

 

For

 

Withhold

 

Broker
Non-Vote

 

William J. Nassetta

 

23,193,701

 

522,189

 

3,666,611

 

Alice M. Starr

 

20,225,357

 

3,490,533

 

3,666,611

 

Steven M. Wiltse

 

21,049,655

 

2,666,235

 

3,666,611

 

 

2.              To approve the following advisory (non-binding) proposal:

 

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

 

For

 

Against

 

Abstain

 

Broker
Non-Vote

 

20,266,039

 

2,469,713

 

980,136

 

3,666,611

 

 

2



 

3.              To ratify the appointment of KPMG LLP as the Company’s independent auditors for 2013:

 

For

 

Against

 

Abstain

 

Broker
Non-Vote

 

27,153,239

 

198,700

 

30,560

 

 

 

Item 8.01              Other Events.

 

On April 18, 2013, Cardinal’s Board of Directors declared a cash dividend of $0.06 for each share of its common stock outstanding. The dividend is payable on May 17, 2013 to shareholders of record on May 2, 2013. Based on the current number of shares outstanding, the aggregate payment will be approximately $1,815,000.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated April 18, 2013.

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

CARDINAL FINANCIAL CORPORATION

 

 

(Registrant)

 

 

 

 

 

 

Date: April 22, 2013

By:

/s/ Mark A. Wendel

 

 

Mark A. Wendel

 

 

Executive Vice President and
Chief Financial Officer

 

4



 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated April 18, 2013.

 

5