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METRO BANCORP, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

May 22, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders (the Annual Meeting) of Metro Bancorp, Inc. (Metro or the Company) was held on May 22, 2014. At that meeting, the shareholders considered and acted upon the following proposals:

1. The election of directors. By the vote reflected below, the shareholders elected the following individuals to serve as directors until the 2015 Annual Meeting:

Votes For Votes Withheld Broker Non-Votes



James R. Adair 10,920,548 883,425 1,577,848 John J. Cardello, CPA 10,933,574 870,399 1,577,848 Douglas S. Gelder 10,916,383 887,590 1,577,848 Alan R. Hassman 10,920,227 883,746 1,577,848 J. Rodney Messick 10,938,253 865,720 1,577,848 Howell C. Mette, Esq. 10,923,497 880,476 1,577,848 Gary L. Nalbandian 10,910,613 893,360 1,577,848 Michael A. Serluco 10,920,227 883,746 1,577,848 Samir J. Srouji, M.D. 10,914,048 889,925 1,577,848

2. The Say-On-Pay Proposal advisory vote on compensation of named executive officers. The shareholders voted to approve, on an advisory non-binding basis, the compensation paid to the named executive officers. The voting totals for this item are as follows: 11,152,864 shares voted for the proposal; 407,735 shares voted against the proposal; and 243,374 shares abstained from voting on the proposal. There were 1,577,848 broker non-votes on the proposal.

3. The ratification of the appointment of BDO USA, LLP as Metro's independent registered public accounting firm for the fiscal year ending December 31, 2014. The voting results were as follows: 13,235,424 shares voted for the proposal; 141,119 shares voted against the proposal; and 5,278 shares abstained from voting on the proposal. There were no broker non-votes on the proposal.

Item 7.01. Regulation FD Disclosure

On May 22, 2014, the shareholders of Metro Bancorp, Inc. held their annual shareholders' meeting. At that meeting, the Chief Executive Officer and Chief Financial Officer of Metro made a presentation to shareholders. The slide presentation used during the meeting is attached as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Shareholder Presentation Materials, dated May 22, 2014



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