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 20, 2014

 

CAROLINA BANK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

 

North Carolina  000-31877  56-2215437
(State or other jurisdiction  (Commission File Number)  (IRS Employer
of incorporation)     Identification No.)

 

101 North Spring Street, Greensboro, NC 27401
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (336) 288-1898

 

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:

 

¨ 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 20, 2014, Carolina Bank Holdings, Inc. (the “Registrant”) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were two proposals submitted to shareholders at the Annual Meeting. In the case of Proposal 1, all of the nominees were approved and elected to serve on the Registrant’s Board of Directors. Proposal 2 was 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, filed with the Securities and Exchange Commission on April 11, 2014.

 

The voting results were as follows:

 

Proposal 1: Proposal to elect four members of the Board of Directors for terms of three years.

 

Directors Elected Votes For Votes Withheld Abstentions Broker Non-Votes
         
Donald H. Allred 1,812,758 54,272 -- 850,278
         
J. Alexander S. Barrett 1,756,820 110,210 -- 850,278
         
Michael F. Bumpass 1,812,448 54,582 -- 850,278
         
Abby Donnelly 1,812,198 54,832 -- 850,278

 

Proposal 2: Proposal to ratify the appointment of Elliott Davis, PLLC as the Registrant’s independent registered public accounting firm for 2014.

 

Votes For Votes Against Abstentions Broker Non-Votes
       
2,692,637 6,428 18,243 --

 

This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of Registrant’s goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook” or similar expressions. These statements are based upon the current belief and expectations of Registrant’s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond Registrant’s control).

 

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.

 

    CAROLINA BANK HOLDINGS, INC.  
         
    By: /s/ Robert T. Braswell   
      Robert T. Braswell  
      President and Chief Executive Officer  
         
Dated: May 22, 2014