Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers At the Annual Meeting of Shareholders (the "Annual Meeting") of First National Community Bancorp, Inc. (the "Company") held on December 23, 2013 , the Company's shareholders approved the Company's 2013 Long-Term Incentive Compensation Plan (the "LTIP"), which had been previously approved by the Company's board of directors, subject to shareholder approval. The LTIP is designed to reward executives and key employees for their contributions to the long-term success of the Company, primarily as measured by the increase in the Company's stock price. The LTIP provides the Board with the authority to offer several different types of long-term incentives, including Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units and Performance Shares. The LTIP will become effective on January 1, 2014 . For a more detailed description of the Company's LTIP, see Proposal 4, "To Approve the Proposed 2013 Long-Term Incentive Plan" (pages 40 through 47), in the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on November 22, 2013 , which description is incorporated by reference herein. The foregoing descriptions and the description incorporated by reference from the Company's proxy statement are qualified in their entirety by reference to the LTIP, a copy of which is filed as Exhibit 10.1 hereto. Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting on December 23, 2013 . At the Annual Meeting, the shareholders voted on: (i) the election of each of the Company's three nominees for Class A, Class B and Class C directors; (ii) a proposal to approve the compensation of executive officers (referred to as the 2013 say-on-pay proposal); (iii) a proposal to approve the frequency of solicitation of advisory shareholder approval on executive compensation (referred to as the 2013 say-on-frequency proposal); (iv) a proposal to approve the proposed LTIP; and (v) a proposal to ratify the appointment of McGladrey LLP as the independent registered public accounting firm for the year ending December 31, 2013 . The results of the voting were as follows: 1. Proposal No. 1: Election of Directors. The shareholders of the Company elected all of the Class A, Class B and Class C directors by the following vote: Class A Nominees For Withheld Broker Non-Vote Michael J. Cestone , Jr. 9,398,941 814,003 3,555,176 Joseph J. Gentile 9,817,452 395,492 3,555,176 Louis A. DeNaples 9,835,003 377,941 3,555,176 Class B Nominees For Withheld Broker Non-Vote Louis A. DeNaples, Jr. 9,839,132 373,812 3,555,176 Thomas J. Melone 10,119,454 93,490 3,555,176 Steven R. Tokach 9,851,088 361,856 3,555,176 Class C Nominees For Withheld Broker Non-Vote Joseph Coccia 9,842,319 370,625 3,555,176 Dominick L. DeNaples 9,834,074 378,870 3,555,176 John P. Moses 10,105,583 107,361 3,555,176 2. Proposal No. 2: 2013 say-on-pay proposal. The shareholdersof the Company approved the 2013 say-on-pay proposal by the following vote: For Against Abstain Broker Non-Vote 9,558,275 547,423 107,246 3,555,176 - 2 - 3. Proposal No. 3: 2013 say-on-frequency proposal. The shareholdersof the Company approved the one-year frequency by the following vote: One Year Two Year Three Year Abstain Broker Non-Vote 9,608,947 302,142 114,067 187,788 3,555,176 4. Proposal No. 4: Proposal to approve the proposed 2013 Long-Term Incentive Plan. The shareholders of the Company approved the 2013 Long-Term Incentive Plan by the following vote: For Against Abstain Broker Non-Vote 9,672,826 391,921 148,197 3,555,176 5. Proposal No. 5: Proposal to ratify the appointment of McGladrey LLP as the independent registered public accounting firm for the year ending December 31, 2013 . The shareholders of the Company approved the ratification of the appointment of McGladrey LLP as the independent registered public accounting firm of the Company by the following vote: For Against Abstain 13,543,994 198,825 25,301
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