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): April 25, 2016
PACIFIC CONTINENTAL CORPORATION
(Exact name of registrant as specified in its charter)
Oregon
(State or other jurisdiction of incorporation)
| 0-30106 | 93-1269184 | |
| (Commission File Number) | IRS Employer Identification No. |
111 West 7th Avenue
Eugene, Oregon 97401
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (541) 686-8685
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 |
The Company’s Annual Meeting was held on April 25, 2016. There were 19,604,790 shares outstanding and entitled to vote at the Annual Meeting; of those shares, 17,117,849 were voted in person or by proxy. The following matters were voted upon at the Annual Meeting:
| 1. | Proposal No. 1, the election of eleven nominees to the Board of Directors to serve as directors until the 2017 Annual Meeting or until their successors have been elected and qualified; |
| 2. | Proposal No. 2, to approve an amendment to the Company’s second amended and restated articles of incorporation to provide for majority voting in unconsented director elections; |
| 3. | Proposal No. 3, an advisory (non-binding) resolution approving executive compensation; |
| 3. | Proposal No. 4, ratification of appointment of Moss Adams LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. |
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The following is a summary of the voting results for the matters voted upon by the shareholders at the annual meeting.
Proposal No. 1 – Election of Directors
| Director’s Name |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Robert A. Ballin |
14,167,673 | 267,099 | 2,683,077 | |||
| Roger W. Busse Eric S. Forrest |
14,069,630 14,179,034 |
365,142 255,738 |
2,683,077 2,683,077 | |||
| Michael E. Heijer |
14,211,912 | 222,860 | 2,683,077 | |||
| Michael D. Holzgang |
14,173,744 | 261,028 | 2,683,077 | |||
| Judith A. Johansen |
14,197,899 | 236,873 | 2,683,077 | |||
| Donald L. Krahmer Jr. |
14,175,552 | 259,220 | 2,683,077 | |||
| Donald G. Montgomery |
14,168,127 | 266,645 | 2,683,077 | |||
| Jeffrey D. Pinneo |
14,178,704 | 256,068 | 2,683,077 | |||
| John H. Rickman |
14,181,756 | 253,016 | 2,683,077 | |||
| Karen Whitman |
14,199,274 | 235,498 | 2,683,077 |
Proposal No. 2, amendment to provide for majority voting in unconsented director elections
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 13,943,963 | 97,212 | 393,597 | 2,683,077 |
Proposal No. 3 – Advisory (non-binding) Vote on Executive Compensation
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 13,296,516 | 329,728 | 808,528 | 2,683,077 |
Proposal No. 4 – Ratification of Appointment of Independent Registered Public Accounting Firm
| Votes For |
Votes Against |
Abstentions |
||||
| 16,936,487 | 144,314 | 37,048 |
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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.
Dated: April 28, 2016
| PACIFIC CONTINENTAL CORPORATION | ||
| By: | /s/ Richard R. Sawyer | |
| Richard R. Sawyer | ||
| Executive Vice President Chief Financial Officer | ||
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