Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes to Fiscal
Amendments to Articles of Incorporation to Permit Issuance of Preferred Stock
Under the Amendments, the Company's board of directors (the "Board") is granted the authority to create different series of preferred stock, fix the number of shares in each such series, and determine the preferences, limitations, voting powers, and relative rights of each series, without further action by our shareholders, except as may be required by
Amendments to Bylaws
• Revise Section 1.3 to provide that the Board may call a special shareholders' meeting by action of a majority of the directors, rather than a single director.
• Revise Sections 1.4 and 2.7 to modernize the methods of providing notice of Board and shareholders' meetings.
• Add Sections 1.9 and 1.11 to provide for the appointment of an inspector of election at shareholders' meetings and to permit the Board to establish the procedures and rules of conduct for shareholders' meetings.
• Add Section 1.12 requiring advance notice by a shareholder who wishes to present business at an annual shareholders' meeting and setting forth the requirements and procedures for providing such notice. See Item 8.01 below for additional information.
• Revise Section 4 to provide for current officer positions and to authorize the compensation of officers, employees and agents of the Company to be established by or at the direction of the President except to the extent otherwise provided in the Charter of the Compensation Committee of the Board.
• Revise Section 5.6 to permit the issuance of uncertificated shares of capital stock.
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In addition to the amendments described above, the Bylaws were amended to delete obsolete and redundant provisions and to make various clarifications, technical corrections, changes to conform to
The foregoing description is a summary and is qualified in its entirety to the full text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.3 and incorporated by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The 2014 Annual Meeting of Shareholders of the Company was held on
(b) (1) Five directors were elected at the Annual Meeting, four for a three-year term and one for a one-year term, by the votes indicated below.
Nominees Shares Voted For Shares Withheld Broker Non-votes Term Ending 2017 6,021,595 308,076 1,560,820 6,168,079 161,592 1,560,820 Dwayne M. Carter 5,644,846 684,825 1,560,820 Randy W. Rognlin 6,196,159 133,512 1,560,820
John Van DijkLori Reece Term Ending 2015 6,212,124 117,547 1,560,820 Denise Portmann
In addition, the following proposals were approved at the Annual Meeting by the votes indicated:
(2) Amendments to the Company's Restated Articles of Incorporation to authorize 5,000,000 shares of preferred stock.
Shares Voted For Shares Voted Against Abstentions Broker Non-votes 5,570,988 670,118 88,565 1,560,820
(3) Ratification of the appointment of
Shares Voted For Shares Voted Against Abstentions 7,688,341 54,046 148,103 Item 8.01. Other Events.
In order to be eligible for inclusion in the proxy materials of the Company for the 2015 annual shareholders' meeting, any shareholder proposal to take action at such meeting must be received at the Company's administrative headquarters at
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In addition, pursuant to Section 1.12 of the Bylaws as amended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are filed with this Form 8-K:
3.1 Amendments to Restated Articles of Incorporation of Pacific Financial
3.2 Restated Articles of Incorporation of
April 28, 2014
3.3 Amended and Restated Bylaws of
April 23, 2014- 4 -