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 7, 2013
TOWER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 000-25287 35-2051170 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation)
116 East Berry Street, Fort Wayne, Indiana 46802
(Address of principal executive offices)
Registrants telephone number, including area code: (260) 427-7000
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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) |
The annual meeting of the shareholders of the Company was held on May 7, 2013. |
(b) |
The following directors were elected at the meeting to serve until the annual meeting of the shareholders in the year 2016: |
Votes For |
Votes Withheld |
Broker Non-votes |
||||||||||
Scott A. Glaze |
2,189,884 | 217,801 | 1,296,785 | |||||||||
William G. Neizer |
2,185,790 | 221,895 | 1,296,785 | |||||||||
Robert N. Taylor |
2,183,234 | 224,451 | 1,296,785 | |||||||||
Ronald W. Turpin |
2,187,709 | 219,976 | 1,296,785 |
(c) |
Other matters voted upon and the results of the voting were as follows: |
The shareholders voted 2,240,549 in affirmation and 54,257 in the negative, with 112,879 abstentions and broker non-votes of 1,296,785 to approve, in a non-binding advisory vote, the 2012 compensation for the named executive officers.
The shareholders voted 2,285,751 for one year, 18,344 voted for two years, and 96,043 voted for three years, with abstentions of 7,547, with regard to the frequency of the non-binding advisory vote on named executive compensation. The board of directors recommended an annual vote. In light of this vote and consistent with the recommendation of the Companys board of directors, the Company will conduct an advisory shareholder vote on the annual compensation of named executive officers each year, and continue this practice until the shareholders next vote on the frequency of such votes. The Company will then consider the results of the most recent advisory vote.
The shareholders voted 3,697,321 in the affirmative and 3,726 in the negative, with 3,423 abstentions, to ratify the appointment of BKD LLP as auditors of the Company for 2013.
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.
Dated: May 9, 2013
TOWER FINANCIAL CORPORATION |
|||
By: | /s/ Michael D. Cahill | ||
Michael D. Cahill, Chief Executive Officer |
|||