UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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 29, 2014 (April 23, 2014)

 

SOUTHWEST BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Oklahoma

 

001-34110

 

73-1136584

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

608 South Main Street, Stillwater, Oklahoma

 

74074

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (405) 742-1800

 

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 5.07Submission of Matters to a Vote of Security Holders

Election of Directors:   At the annual shareholders’ meeting of Southwest Bancorp, Inc. (the “Company”), held April 23, 2014, the shareholders of the Company re-elected all ten Director nominees, each for a term expiring at the 2015 annual shareholders’ meeting or such later time as his or her successor is elected and qualified.  The Directors elected and the shareholders’ votes in the election of each Director were as follows:

 

 

 

 

 

 

 

 

 

 

 

 


For

 


Withheld

 

Broker
Non-vote

James E. Berry II

20,370,897 

 

275,346 

 

2,335,008 

Thomas D. Berry

15,180,414 

 

165,828 

 

2,335,008 

John Cohlmia

15,200,417 

 

145,825 

 

2,335,008 

David S. Crockett Jr.

15,108,535 

 

237,706 

 

2,335,008 

Mark W. Funke

15,183,229 

 

163,013 

 

2,335,008 

James M. Johnson

15,194,511 

 

151,731 

 

2,335,008 

Larry J. Lanie

15,199,909 

 

146,333 

 

2,335,008 

James M. Morris II

15,200,709 

 

145,533 

 

2,335,008 

Marran H. Ogilvie

15,189,178 

 

157,064 

 

2,335,008 

Russell W. Teubner

15,178,583 

 

167,659 

 

2,335,008 

 

Based on the votes set forth above, each of the nominees was elected to serve as a director until the Annual Meeting in 2015.  The above reflects cumulative voting. There were 19,786,061 shares of common stock outstanding and entitled to vote at the annual meeting.  A total of 18,211,250 shares of common stock were represented at the meeting in person or by proxy, representing 92.04% of the shares outstanding and entitled to vote at the annual meeting.

 

 

 

Advisory Vote on Executive Compensation:  At the annual meeting, the shareholders also approved the compensation of the Company’s Chief Executive Officer, Chief Financial Officer, and three most highly compensated other executive officers.  The shareholder vote was as follows:

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-vote

14,902,586 

 

950,178 

 

23,477 

 

2,335,009 

 

 

 

Ratification of Appointment of Independent Registered Public Accounting Firm for 2014:  At the annual meeting, the shareholders also approved the engagement of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014.  The shareholder vote was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

18,158,425 

 

39,157 

 

13,668 

 

 


 

 

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.

 

April 29, 2014

 

 

SOUTHWEST BANCORP, INC.

By:  /s/ Mark W. Funke   
Name:  Mark W. Funke
Title:  President and CEO