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): November 16, 2016
Independence
Bancshares, Inc.
(Exact name of registrant
as
specified in its charter)
| South Carolina | 333-121485 | 20-1734180 |
| (State or other | (Commission | (I.R.S. Employer |
| jurisdiction of | File Number) | Identification No.) |
| incorporation) |
| 500 East Washington Street, Greenville, South Carolina, 29601 |
| (Address of principal executive offices) (Zip Code) |
Registrant's telephone number, including area code: (864) 672-1776
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 (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 2016 Annual Meeting of Shareholders of Independence Bancshares, Inc. (the “Company”) was held on November 16, 2016, at the office of Nelson Mullins Riley & Scarborough LLP, 104 South Main Street, Suite 900, Greenville, South Carolina. Of the 20,502,760 shares of the Company’s common stock issued and outstanding, and the 8,425 shares of the Company’s Series A preferred stock issued and outstanding (each of which votes with the common stock as a single class and entitles the holder to 1,250 votes on all matters voted), as of the close of business on the record date, 9,230,252 shares of the Company’s common stock and 7,800 shares of the Company’s Series A preferred stock were present in person or by proxy at the Annual Meeting, representing approximately 61.2% of the total outstanding eligible votes.
The shareholders of the Company voted: (1) to elect six nominees to serve on the Board of Directors; and (2) to ratify the appointment of Elliott Davis Decosimo, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2016.
The voting results for each proposal voted on the Annual Meeting are as follows:
| 1. | To elect six nominees to serve on the Board of Directors: | ||
| Broker | |||||||
| For | Withheld | Non-Vote | |||||
| Russell Echlov | 16,909,648 | 41,655 | 2,028,949 | ||||
| H. Neel Hipp, Jr. | 16,915,148 | 36,155 | 2,028,949 | ||||
| Adam G. Hurwich | 16,909,648 | 41,655 | 2,028,949 | ||||
| Lawrence R. Miller | 16,927,648 | 23,655 | 2,028,949 | ||||
| Keith Stock | 16,862,648 | 88,655 | 2,028,949 | ||||
| Robert B. Willumstad | 16,907,648 | 43,655 | 2,028,949 |
| 2. | To ratify the appointment of Elliott Davis Decosimo, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2015: |
| For | Against | Abstain | ||
| 18,829,879 | 108,558 | 41,815 |
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.
| INDEPENDENCE BANCSHARES, INC. | |||||
| Dated: | November 17, 2016 | By: | /s/ Martha L. Long | ||
| Name: Martha L. Long | |||||
| Title: Chief Financial Officer | |||||