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 10, 2013
Berkshire Bancorp Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 01-13649 | 94-2563513 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
160 Broadway, New York, New York 10038
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212) 791-5362
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.
At the Company’s Annual Meeting of Stockholders held on June 10, 2013 (the “2013 Annual Meeting”), the stockholders of Berkshire Bancorp Inc. (the “Company”) entitled to vote at the meeting voted on the following proposals:
| (a) | to elect the seven individuals named below to serve as directors of the Company to hold office until the next Annual Meeting of Stockholders and until their successors have been duly elected and qualified. |
The votes cast by stockholders with respect to the election of directors were as follows:
| Director | Votes Cast “For” | Votes Withheld | Broker Non-Votes | |||||||||
| William L. Cohen | 12,270,105 | 117,706 | -0- | |||||||||
| Dr. Joseph Fink | 12,226,013 | 161,798 | -0- | |||||||||
| Martin A. Fischer | 12,269,795 | 118,016 | -0- | |||||||||
| George Karfunkel | 12,315,051 | 72,760 | -0- | |||||||||
| Philippe D. Katz | 12,197,562 | 190,249 | -0- | |||||||||
| Moses Krausz | 12,097,384 | 290,427 | -0- | |||||||||
| Moses Marx | 12,166,814 | 220,997 | -0- | |||||||||
| (b) | To approve, on an advisory basis, the compensation paid to its named executive officers (“say-on-pay”), as disclosed in the Company’s Proxy Statement relating to the 2013 Annual Meeting. |
The votes cast by stockholders with respect to the approval of compensation were as follows:
| For: | 12,232,148 | |||
| Against: | 137,025 | |||
| Abstain: | 18,637 | |||
| Broker Non-Votes: | -0- |
| (c) | To approve, on an advisory basis, the frequency of say-on-pay votes. |
The votes cast by stockholders with respect to the frequency of the say-on-pay vote were as follows:
| Every: One Year: | 602,749 | |||
| Two Years: | 12,649 | |||
| Three Years: | 11,752,515 | |||
| Abstain: | 19,898 | |||
| Broker Non-Votes: | -0– |
Consistent with these results, the Board of Directors of the Company determined that a say-on-pay proposal will be submitted for shareholder approval every three years until the next required vote on the frequency of say-on-pay votes.
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 thereunto duly authorized.
| BERKSHIRE BANCORP INC. | |
| By: | /s/ Joseph Fink |
| Joseph Fink | |
| President | |
| Dated: June 14, 2013 | |