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): January 29, 2015
COMMUNITY FINANCIAL SHARES, INC.
(Exact name of registrant as specified in charter)
| Maryland | 0-51296 | 36-4387843 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
357 Roosevelt Road, Glen Ellyn, Illinois 60137
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (630) 545-0900
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
The 2014 annual meeting of shareholders of Community Financial Shares, Inc. (the “Company”) was held on January 29, 2015. The final results for each of the matters submitted to a vote of shareholders at the annual meeting are set forth below. The following results reflect the aggregate vote by the holders of the Company’s common stock and Series C Convertible Noncumulative Perpetual Preferred Stock (the “Series C Preferred Stock”), on a fully converted basis, on each proposal. Each share of Series C Preferred Stock is convertible into 100 shares of common stock and was therefore entitled to 100 votes on each matter to be submitted to a vote of stockholders at the annual meeting.
| 1. | The following individuals were elected as directors of the Company, to serve for one year terms or until their successors are elected and qualified, by the following vote: |
| NAME | FOR | WITHHELD |
BROKER NON-VOTES | |||
| Penny A. Belke, DDS | 12,922,809 | 67,469 | 2,287,967 | |||
| Raymond A. Dieter, MD | 12,928,781 | 61,497 | 2,287,967 | |||
| Christopher M. Hurst | 12,943,465 | 46,813 | 2,287,967 | |||
| Mary Beth Moran | 12,940,705 | 49,573 | 2,287,967 | |||
| John M. Mulherin | 12,383,203 | 607,075 | 2,287,967 | |||
| Daniel A. Strauss | 12,943,465 | 46,813 | 2,287,967 | |||
| Philip J. Timyan | 12,380,721 | 609,557 | 2,287,967 | |||
| Donald H. Wilson | 12,837,963 | 152,315 | 2,287,967 | |||
| 2. | The appointment of BKD LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified by shareholders by the following vote: |
| FOR | AGAINST | ABSTENTIONS |
BROKER NON-VOTES | |||
| 15,265,490 | 11,372 | 1,383 | — |
| 3. | An advisory vote taken on the resolution to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved by shareholders by the following vote: |
| FOR | AGAINST | ABSTENTIONS |
BROKER NON-VOTES | |||
| 12,245,407 | 729,961 | 14,910 | 2,287,967 |
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.
| COMMUNITY FINANCIAL SHARES, INC. | |
| /s/ Donald H. Wilson | |
| Donald H. Wilson | |
| President and Chief Executive Officer | |
| Date: February 2, 2015 |