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 13, 2014
Uwharrie Capital Corp
(Exact name of registrant as specified in its charter)
| North Carolina | 000-22062 | 56-1814206 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 132 North First Street, Albemarle, NC | 28001 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (704) 982-4415
n/a
(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:
| ¨ | 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 13, 2014, Uwharrie Capital Corp (the “Registrant”) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were five proposals submitted to shareholders at the Annual Meeting. In the case of Proposal 1, all of the Board of Directors’ nominees were approved and elected to serve on the Registrant’s Board of Directors. The other proposals were also approved by the shareholders entitled to vote at the Annual Meeting. The proposals below are described in greater detail in the Registrant’s definitive proxy statement for the Annual Meeting, as filed with the Securities and Exchange Commission on April 15, 2014.
The voting results were as follows:
Proposal 1: Proposal to elect eighteen members of the Board of Directors, for the terms of office indicated or until their respective successors are duly elected and qualified.
| Directors Elected |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| One-Year Terms |
||||||||||||
| W. Stephen Aldridge, III |
3,380,085 | 64,715 | 963,954 | |||||||||
| Bill C. Burnside |
3,373,589 | 71,211 | 963,954 | |||||||||
| W. Kenneth Huntley |
3,369,840 | 74,960 | 963,954 | |||||||||
| Joseph R. Kluttz, Jr. |
3,353,553 | 91,247 | 963,954 | |||||||||
| Lee Roy Lookabill, Jr. |
3,357,645 | 87,155 | 963,954 | |||||||||
| Edward B. Tyson |
3,356,645 | 88,155 | 963,954 | |||||||||
| Two-Year Terms |
||||||||||||
| Raymond R. Cranford, Jr. |
3,367,369 | 77,431 | 963,954 | |||||||||
| Thomas M. Hearne, Jr. |
3,366,329 | 78,471 | 963,954 | |||||||||
| Charles D. Horne |
3,378,355 | 66,445 | 963,954 | |||||||||
| Cynthia L. Mynatt |
3,350,369 | 94,431 | 963,954 | |||||||||
| James E. Nance |
3,254,725 | 190,075 | 963,954 | |||||||||
| S. Todd Swaringen |
3,381,699 | 63,101 | 963,954 | |||||||||
| Three-Year Terms |
||||||||||||
| Joe S. Brooks |
3,381,699 | 63,101 | 963,954 | |||||||||
| Ronald T. Burleson |
3,380,085 | 64,715 | 963,954 | |||||||||
| Charles F. (“Tad”) Geschickter, III |
3,350,417 | 94,383 | 963,954 | |||||||||
| W. Chester Lowder |
3,381,699 | 63,101 | 963,954 | |||||||||
| Barry S. Moose |
3,361,070 | 83,730 | 963,954 | |||||||||
| Dusty W. West |
3,381,511 | 63,289 | 963,954 | |||||||||
Proposal 2: Proposal to ratify a non-binding shareholder resolution regarding executive compensation.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 3,047,354 | 256,681 | 140,765 | 963,954 | |||
Proposal 3: Proposal to ratify a non-binding shareholder resolution regarding the frequency of future advisory votes on executive compensation.
| One-Year |
Two-Years | Three-Years | Abstain | Broker Non-Votes | ||||
| 937,973 | 233,194 | 1,968,373 | 305,260 | 963,954 | ||||
Proposal 4: Proposal to ratify the appointment of Dixon Hughes Goodman, LLP as the Company’s independent registered public accounting firm for 2014.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 4,377,318 | 9,195 | 22,241 | — | |||
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.
| UWHARRIE CAPITAL CORP | ||
| By: | /s/ R. David Beaver, III | |
| R. David Beaver, III | ||
| Chief Financial Officer | ||
Dated: May 19, 2014