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): June 18, 2015
EMBASSY BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania |
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000-1449794 |
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26-3339011 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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of incorporation) |
Identification No.) |
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100 Gateway Drive, Suite 100 |
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Bethlehem, PA |
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18017 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (610) 882-8800
Not Applicable
(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: |
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☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.07.Submission of Matters to Vote of Security Holders.
The 2015 annual meeting of the shareholders of Embassy Bancorp, Inc. (the “Company”) was held on June 18, 2015. Notice of the meeting was mailed to shareholders of record on or about May 7, 2015, together with proxy solicitation materials prepared in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.
The annual meeting was held (a) to elect two Class 2 Directors to serve for a 3-year term and until their successors are elected and qualified; and (b) to ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015.
Election of Directors
There was no solicitation in opposition to the nominees of the Board of Directors for election to the Board of Directors and all such nominees were elected. The number of votes cast for or withheld, as well as the number of broker non-votes, for each of the nominees for election to the Board of Directors as Class 2 Directors, was as follows:
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Nominee |
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Withheld |
Broker Non-votes |
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John G. Englesson |
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3,815,874 |
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132,939 |
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2,096,680 |
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Elmer D. Gates, Lead Director |
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3,881,314 |
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72,864 |
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2,096,680 |
Messrs. Englesson and Gates were elected.
Ratification of the Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015 was approved by the required vote – a majority of the votes cast on the matter. The number of votes cast for and against, as well as the number of abstentions and broker non-votes on this proposal, was as follows:
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For |
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Against |
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Abstentions |
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Broker Non-votes |
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3,878,407 |
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21,038 |
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32,051 |
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2,096,680 |
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.
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Embassy Bancorp, Inc. |
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Date: June 19, 2015 |
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By: |
/s / Judith A. Hunsicker |
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Name: |
Judith A. Hunsicker |
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Title: |
Senior Executive Vice President, |
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Chief Operating and Financial Officer |
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