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 2, 2014
SUSQUEHANNA BANCSHARES, INC.
(Exact Name of Registrant Specified in Charter)
| Pennsylvania | 001-33872 | 23-2201716 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 26 North Cedar Street , Lititz, Pennsylvania | 17543 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (717) 626-4721
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. |
On May 2, 2014, Susquehanna held its annual meeting of shareholders. Matters voted on by shareholders included (1) the election of 14 nominees to Susquehanna’s board of directors for a one year term; (2) approval, in an advisory vote, of Susquehanna’s executive compensation; and (3) ratification of the appointment of PricewaterhouseCoopers LLP as Susquehanna’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The results of the shareholders’ votes are reported below:
1. With respect to the election of directors, the following directors were elected by the indicated votes:
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Anthony J. Agnone, Sr. |
143,560,591 | 2,001,864 | 21,454,476 | |||||||||
| Wayne E. Alter, Jr. |
142,362,075 | 3,200,380 | 21,454,476 | |||||||||
| Henry R. Gibbel |
143,603,250 | 1,959,205 | 21,454,476 | |||||||||
| Bruce A. Hepburn |
142,350,479 | 3,211,976 | 21,454,476 | |||||||||
| Donald L. Hoffman |
143,465,816 | 2,096,639 | 21,454,476 | |||||||||
| Sara G. Kirkland |
143,415,161 | 2,147,294 | 21,454,476 | |||||||||
| Jeffrey F. Lehman |
143,589,641 | 1,972,814 | 21,454,476 | |||||||||
| Michael A. Morello |
143,263,688 | 2,298,767 | 21,454,476 | |||||||||
| Scott J. Newkam |
143,579,777 | 1,982,678 | 21,454,476 | |||||||||
| Robert E. Poole, Jr. |
129,314,592 | 16,247,863 | 21,454,476 | |||||||||
| William J. Reuter |
141,298,325 | 4,264,130 | 21,454,476 | |||||||||
| Andrew S. Samuel |
143,450,524 | 2,111,931 | 21,454,476 | |||||||||
| Christine Sears |
143,540,017 | 2,022,438 | 21,454,476 | |||||||||
| James A. Ulsh |
142,797,695 | 2,764,760 | 21,454,476 | |||||||||
2. With respect to the approval, in an advisory vote, of Susquehanna’s executive compensation, the votes were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 139,978,022 | 4,138,497 | 1,445,936 | 21,454,476 |
3. With respect to the ratification of the appointment of PricewaterhouseCoopers LLP as Susquehanna’s independent registered public accounting firm for the fiscal year ending December 31, 2014, the votes were as follows:
| For |
Against |
Abstain | ||
| 163,449,013 | 2,948,383 | 619,535 |
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.
| SUSQUEHANNA BANCSHARES, INC. | ||
| (Registrant) | ||
| By: | /s/ Carl D. Lundblad | |
| Carl D. Lundblad | ||
| Executive Vice President, Chief Legal and Administrative Officer | ||
Dated: May 7, 2013