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 6, 2014
| Citizens Independent Bancorp, Inc. |
| (Exact name of registrant as specified in its charter) |
| Ohio | 333-191004 | 31-1441050 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
|
188 West Main Street Logan, Ohio 43138 (740) 385-8561 |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (740) 385-8561
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)) |
Section 5 – Corporate Governance and Management
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | On May 6, 2014, Citizens Independent Bancorp, Inc. (“Bancorp”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on March 15, 2014, the voting record date, there were 556,733 Bancorp common shares outstanding and entitled to vote. At the Annual Meeting, 360,147, or 64.69%, of the outstanding common shares entitled to vote were represented by proxy or in person. |
| (b) | Proposal 1: The Company’s shareholders approved an amendment to the Company’s Amended and Restated Regulations (the “Regulations”) to classify the Board of Directors (the “Board”) into three classes with staggered terms of office. |
| Number of Votes: | |||||
| For | Against | Broker Non-Votes | Abstain | ||
| 354,634 | 5,361 | 0 | 152 | ||
Proposal 2: Election of Nine Directors
Directors elected to Class 1 for the term expiring at the 2015 Annual Meeting:
|
Number of Votes:
| ||||
| For | Withheld | Broker Non-Votes | ||
| Billy Jo King | 347,520 | 12,627 | 0 | |
| Corby Leach | 350,332 | 9,815 | 0 | |
| William J. Mauck | 350,332 | 9,815 | 0 | |
Directors elected to Class 2 for a term expiring at the 2016 Annual Meeting:
|
Number of Votes:
| ||||
| For | Withheld | Broker Non-Votes | ||
| Michael J. Shawd | 348,145 | 12,002 | 0 | |
| Daniel J. Stohs | 349,707 | 10,440 | 0 | |
| Jerry Don Johnson | 350,332 | 9,815 | 0 | |
Directors elected to Class 3 for a term expiring at the 2017 Annual Meeting:
|
Number of Votes:
| ||||
| For | Withheld | Broker Non-Votes | ||
| Donald P. Wood | 347,520 | 12,627 | 0 | |
| Robert L. Lilley | 349,707 | 10,440 | 0 | |
| Robert Carl Wofinger, Jr. | 350,332 | 9,815 | 0 | |
| Proposal 3: The Company’s shareholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation (the “Articles”) to increase the total authorized shares from 900,000 to 2,000,000. |
| Number of Votes: | |||||
| For | Against | Broker Non-Votes | Abstain | ||
| 326,995 | 26,492 | 0 | 6,700 | ||
| Proposal 4: The Company’s shareholders approved an amendment to the Company’s Regulations to establish share ownership guidelines for members of the Board and to provide the Board the ability to remove a director for cause. |
| Number of Votes: | |||||
| For | Against | Broker Non-Votes | Abstain | ||
| 355,571 | 4,424 | 0 | 152 | ||
| Proposal 5: The Company’s shareholders ratified the appointment of Suttle & Stalnaker, PLLC as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2014. |
| Number of Votes: | |||||
| For | Against | Broker Non-Votes | Abstain | ||
| 358,454 | 120 | 0 | 1,573 | ||
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.
| CITIZENS INDEPENDENT BANCORP, INC. | |||
| Date: May 12, 2014 | |||
| By: | /s/ Ronald R. Reed | ||
| Ronald R. Reed | |||
| President and Chief Executive Officer | |||