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 21, 2016
Xenith Bankshares, Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 001-32968 | 54-2053718 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| 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
(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 registrants 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 November 21, 2016, 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 |
|||||||||
| James F. Burr |
204,748,570 | 1,001,805 | 12,591,742 | |||||||||
| Patrick E. Corbin |
204,798,677 | 951,546 | 12,591,742 | |||||||||
| Henry P. Custis, Jr. |
200,036,884 | 5,713,491 | 12,591,742 | |||||||||
| Palmer P. Garson |
204,630,803 | 1,119,572 | 12,591,742 | |||||||||
| Robert B. Goldstein |
203,641,147 | 2,109,076 | 12,591,742 | |||||||||
| Edward Grebow |
204,549,969 | 1,200,406 | 12,591,742 | |||||||||
| T. Gaylon Layfield, III |
204,787,090 | 963,285 | 12,591,742 | |||||||||
| Robert J. Merrick |
204,638,558 | 1,111,665 | 12,591,742 | |||||||||
| William A. Paulette |
204,619,094 | 1,131,281 | 12,591,742 | |||||||||
| John S. Poelker |
203,809,848 | 1,940,877 | 12,591,742 | |||||||||
| Scott A. Reed |
204,798,529 | 951,694 | 12,591,742 | |||||||||
| Thomas G. Snead, Jr. |
204,736,908 | 1,031,467 | 12,591,742 | |||||||||
| W. Lewis Witt |
204,401,635 | 1,348,740 | 12,591,742 | |||||||||
Each nominee listed above was duly elected.
| 2. | Amendment to the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a reverse stock split ratio of 1-for-10 within 12 months of the date of the Annual Meeting. |
| For |
Against |
Abstentions | ||
| 206,266,664 |
11,798,892 | 276,561 |
The amendment to the Company’s Amended and Restated Articles of Incorporation to effect the reverse stock split was approved. There were no broker non-votes in the approval of the amendment to the Company’s Amended and Restated Articles of Incorporation to effect the reverse stock split.
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| 3. | Ratification of Appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. |
| For |
Against |
Abstentions | ||
| 216,917,842 |
1,271,687 | 152,938 |
The appointment of KPMG LLP was ratified. There were no broker non-votes in the ratification of the appointment of the independent registered public accounting firm.
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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: November 23, 2016
| XENITH BANKSHARES, INC. | ||
| By: | /s/ Thomas W. Osgood | |
| Name: | Thomas W. Osgood | |
| Title: | Executive Vice President and Chief Financial Officer | |
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