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): November 20, 2014
Independence Bancshares, Inc.
(Exact name of registrant
as specified in its charter)
South Carolina 333-121485 20-1734180
(State or other
(Commission
(I.R.S. Employer
jurisdiction of
File Number)
Identification No.)
incorporation)
500 East Washington Street, Greenville, South Carolina, 29601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 672-1776
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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.
The 2014 Annual Meeting of Shareholders of Independence Bancshares, Inc. (the “Company”) was held on November 20, 2014, at The Poinsett Club at 807 E. Washington Street, Greenville, South Carolina. Of the 20,502,760 shares of the Company’s common stock issued and outstanding as of the close of business on the record date, 14,706,980 shares were present in person or by proxy at the Annual Meeting, representing approximately 71.73% of the total outstanding eligible votes.
The shareholders of the Company voted: (1) to elect five nominees to serve on the Board of Directors; (2) to approve an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s common stock by a ratio of one-for-ten (the “Reverse Stock Split”); (3) to ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm; and (4) to grant the chairperson of the meeting the authority to adjourn or postpone the meeting, if necessary, in order to solicit additional proxies in the event that there are not sufficient affirmative votes present at the meeting to adopt the amendment to the Company’s Articles of Incorporation to effect the Reverse Stock Split.
The voting results for each proposal voted on the Annual Meeting are as follows:
1.
To elect five nominees to serve on the Board of Directors:
For | Withheld | Broker | ||||||||||
| Gordon A. Baird | 12,939,048 | 945,575 | 822,357 | |||||||||
| Alvin G. Hageman | 13,267,573 | 617,050 | 822,357 | |||||||||
| H. Neel Hipp, Jr. | 13,301,698 | 582,925 | 822,357 | |||||||||
| Keith Stock | 13,026,548 | 858,075 | 822,357 | |||||||||
| Robert B. Willumstad | 13,345,073 | 539,550 | 822,357 |
2.
To approve an amendment to the Company’s Articles of Incorporation to effect the Reverse Stock Split:
For | Against | Abstain | Broker Non-Vote | |||||||||||
| 13,744,765 | 463,178 | 499,037 | 0 |
3.
To ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2014:
For | Against | Abstain | ||||||||
| 14,520,780 | 136,100 | 50,100 |
4.
To grant the chairperson of the meeting the authority to adjourn or postpone the meeting, if necessary, in order to solicit additional proxies in the event that there are not sufficient affirmative votes present at the meeting to adopt the proposal to amend the Company’s Articles of Incorporation to effect the Reverse Stock Split:
For | Against | Abstain | ||||||||
| 14,015,794 | 604,490 | 86,496 |
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.
INDEPENDENCE BANCSHARES, INC.
Dated: November 21, 2014
By: /s/ Martha L. Long
Name: Martha L. Long
Title: Chief Financial Officer