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
May 14, 2015
Date of Report (Date of earliest event reported)
TWO RIVER BANCORP
(Exact name of registrant as specified in its charter)
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New Jersey
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000-51889
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20-3700861
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Ident. No.)
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766 Shrewsbury Avenue, Tinton Falls, New Jersey
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07724
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(Address of principal executive offices)
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(Zip Code)
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(732) 389-8722
Registrant’s telephone number, including area code
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N/A
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(Former name or former address, if changed since last report.)
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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:
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.
On May 14, 2015, Two River Bancorp (the “Company”) held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders of the Company voted on the following proposals described in the Proxy Statement dated April 2, 2015.
The proposals voted on and approved or disapproved by the shareholders of the Company at the Annual Meeting were as follows:
Proposal No. 1. The Company’s shareholders elected four individuals to serve on the Board of Directors as Class III directors, as set forth below:
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Name
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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|||
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William D. Moss
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3,392,840
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161,847
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3,094,365
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Joseph F. X. O’Sullivan
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3,450,617
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104,071
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3,094,365
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Frank J. Patock, Jr.
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3,392,862
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161,825
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3,094,365
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Andrew A. Vitale
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3,397,429
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157,259
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3,094,365
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Proposal No. 2. The Company’s shareholders approved the advisory vote to approve the Company’s named executive officer compensation, as set forth below:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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|||
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3,237,987
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165,688
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151,012
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3,094,365
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Proposal No. 3. The Company’s shareholders ratified the appointment of BDO USA, LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2015, as set forth below:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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|||
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6,402,587
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14,245
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232,221
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0
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Proposal No. 4. The Company’s shareholders approved an amendment to the Company’s certificate of incorporation making the provisions of Sections 14A:3-6.1 to 14A:3-6.9 of the New Jersey Business Corporation Act, relating to derivative proceedings and shareholder class actions, applicable to the Company, as set forth below:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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|||
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3,308,162
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179,737
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66,788
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3,094,365
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1
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.
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TWO RIVER BANCORP
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Dated: May 15, 2015
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By:
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/s/ A. Richard Abrahamian
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A. Richard Abrahamian
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Executive Vice President and
Chief Financial Officer
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2