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 7, 2015
XENITH BANKSHARES, INC.
(Exact name of Registrant as specified in charter)
| Virginia | 000-53380 | 80-0229922 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One James Center, 901 E. Cary Street, Suite 1700 Richmond, Virginia |
23219 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (804) 433-2200
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 (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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of shareholders (the “Annual Meeting”) of Xenith Bankshares, Inc. (the “Company”) held on May 7, 2015, the matters listed below were submitted to a vote of the Company’s shareholders. Set forth below are the final voting results on each such matter.
| 1. | Election of Directors. |
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| Larry L. Felton |
9,826,666 | 51,344 | 1,582,773 | |||||||||
| Palmer P. Garson |
9,808,674 | 69,336 | 1,582,773 | |||||||||
| Patrick D. Hanley |
9,806,450 | 71,560 | 1,582,773 | |||||||||
| Peter C. Jackson |
9,830,962 | 47,048 | 1,582,773 | |||||||||
| T. Gaylon Layfield, III |
9,824,431 | 53,579 | 1,582,773 | |||||||||
| Michael A. Mancusi |
9,710,481 | 167,529 | 1,582,773 | |||||||||
| Robert J. Merrick |
9,710,410 | 167,600 | 1,582,773 | |||||||||
| Scott A. Reed |
9,827,272 | 50,738 | 1,582,773 | |||||||||
| Mark B. Sisisky |
9,162,066 | 715,944 | 1,582,773 | |||||||||
| Thomas G. Snead, Jr. |
9,706,016 | 171,994 | 1,582,773 | |||||||||
Each nominee listed above was duly elected.
2. Ratification of Appointment of BDO USA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.
| For |
Against |
Abstentions | ||
| 11,447,694 | 10,166 | 2,923 | ||
The appointment of BDO USA LLP was ratified. There were no broker non-votes in the ratification of the appointment of the independent registered public accounting firm.
| 3. | Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. |
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 9,501,084 | 275,926 | 101,000 | 1,582,773 | |||
The compensation of the Company’s named executive officers was approved on an advisory basis.
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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 hereunto duly authorized.
| Date: May 8, 2015 | ||||||
| XENITH BANKSHARES, INC. | ||||||
| By: | /s/ Thomas W. Osgood | |||||
| Thomas W. Osgood | ||||||
| Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer | ||||||
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