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): May 22, 2018
NATIONAL COMMERCE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36878 |
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20-8627710 |
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(State or other jurisdiction of incorporation) |
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(Commission File No.) |
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(I.R.S. Employer ID No.) |
813 Shades Creek Parkway, Suite 100
Birmingham, Alabama 35209
(Address of principal executive offices)
Registrant’s telephone number, including area code: (205) 313-8100
(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:
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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)) |
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 22, 2018, National Commerce Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting:
Proposal 1 – Election of Directors. The stockholders elected each of the director nominees to serve as directors until the Company’s 2019 annual meeting of stockholders and until their successors have been elected and qualified. Each of the director nominees, other than Brian C. Hamilton, was a current director of the Company who was re-elected. The voting for each of the directors at the Annual Meeting was as follows:
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Name |
Votes For |
Withhold Authority |
Broker Non-Votes |
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Joel S. Arogeti |
10,599,931 |
12,490 |
3,312,693 |
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Bobby A. Bradley |
10,583,821 |
28,600 |
3,312,693 |
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Thomas H. Coley |
10,584,380 |
28,041 |
3,312,693 |
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Mark L. Drew |
10,584,068 |
28,353 |
3,312,693 |
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Brian C. Hamilton |
10,584,627 |
27,794 |
3,312,693 |
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R. Holman Head |
10,584,068 |
28,353 |
3,312,693 |
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John H. Holcomb, III |
10,542,255 |
70,166 |
3,312,693 |
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William E. Matthews, V |
10,435,874 |
176,547 |
3,312,693 |
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C. Phillip McWane |
10,584,068 |
28,353 |
3,312,693 |
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Richard Murray, IV |
10,600,003 |
12,418 |
3,312,693 |
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G. Ruffner Page, Jr. |
10,563,111 |
49,310 |
3,312,693 |
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Stephen A. Sevigny |
10,584,068 |
28,353 |
3,312,693 |
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W. Stancil Starnes |
10,427,122 |
185,299 |
3,312,693 |
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Temple W. Tutwiler, III |
10,563,107 |
49,314 |
3,312,693 |
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Russell H. Vandevelde, IV |
10,584,068 |
28,353 |
3,312,693 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants. The stockholders ratified the appointment of Porter Keadle Moore, LLC as the Company’s independent registered public accountants for the year ending December 31, 2018. The result of the vote taken at the Annual Meeting was as follows:
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Votes For |
Votes Against |
Abstentions |
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13,915,619 |
7,594 |
1,901 |
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.
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NATIONAL COMMERCE CORPORATION |
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May 25, 2018 |
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/s/ Richard Murray, IV |
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Richard Murray, IV |
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President and Chief Executive Officer |
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