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): May 9, 2017
 
 
 IBERIABANK CORPORATION
(Exact name of Registrant as Specified in Charter)
 
 
 
 
 
 
 
Louisiana
 
001-37532
 
72-1280718
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
200 West Congress Street, Lafayette, Louisiana 70501
(Address of Principal Executive Offices)
(337) 521-4003
Registrant’s telephone number, including area code
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:
 
¨

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).





Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes  ¨    No  x
 

Item 5.07
Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of the Company was held on May 9, 2017. At the 2017 Annual Meeting, the persons listed below were elected to serve as directors of the Company, each for a term of three years; the appointment by the Audit Committee of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2017 was ratified; a non-binding resolution in support of the compensation of the Named Executive Officers was approved; and a non-binding advisory vote to approve the compensation of Named Executive Officers annually was approved.
The Judges of Election reported the vote of shareholders at the 2017 Annual Meeting as follows:
PROPOSAL 1: Election of Directors

NAME
 
FOR
 
WITHHELD
 
Harry V. Barton, Jr.
 
37,363,630
 
2,838,461
 
E. Stewart Shea, III
 
37,147,337
 
3,054,754
 
David H. Welch
 
33,723,714
 
6,478,377
 

In addition, there were 4,708,439 broker non-votes.    

PROPOSAL 2: Ratify Appointment of Ernst & Young LLP

FOR
 
AGAINST
 
ABSTAIN
 
44,000,929
 
823,094
 
86,507
 

PROPOSAL 3: Approval of a non-binding advisory resolution to approve the compensation of Named Executive Officers

FOR
 
AGAINST
 
ABSTAIN
 
39,356,052
 
714,198
 
131,841
 

In addition, there were 4,708,439 broker non-votes.

PROPOSAL 4: Advisory vote on the frequency of the non-binding resolution to approve the compensation of Named Executive Officers

One Year
 
Two Years
 
Three Years
 
Abstain
33,601,887
 
194,020
 
6,264,226
 
141,958

In addition, there were 4,708,439 broker non-votes.

On May 10, 2017, upon the recommendation of the Compensation Committee, the Board of Directors of the Company approved holding future non-binding advisory votes on Named Executive Officer compensation annually, consistent with the recommendation of the Board of Directors and the preference of the Company’s shareholders, as represented by their votes at the 2017 Annual Meeting.





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.
 
 
 
 
IBERIABANK CORPORATION
 
 
 
 
DATE: May 12, 2017
 
 
By:
 
/s/ Daryl G. Byrd
 
 
 
Daryl G. Byrd
 
 
 
President and Chief Executive Officer