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XENITH BANKSHARES, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

May 7, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders (the "Annual Meeting") of Xenith Bankshares, Inc. (the "Company") held on May 1, 2014, the matters listed below were submitted to a vote of the Company's shareholders. Set forth below are the final voting results on each such matter.

1. Election of Directors. Nominee For Withheld Broker Non-Votes Larry L. Felton 7,853,733 20,668 1,402,023 Palmer P. Garson 7,853,383 21,018 1,402,023 Patrick D. Hanley 7,775,033 99,368 1,402,023 Peter C. Jackson 7,853,733 20,668 1,402,023 T. Gaylon Layfield, III 7,853,983 20,418 1,402,023 Michael A. Mancusi 7,168,083 706,318 1,402,023 Robert J. Merrick 7,853,920 20,481 1,402,023 Scott A. Reed 7,853,983 20,418 1,402,023 Mark B. Sisisky 5,915,260 1,959,141 1,402,023 Thomas G. Snead, Jr. 7,853,383 21,018 1,402,023



Each nominee listed above was duly elected.

2. Approval of the Xenith Bankshares, Inc. 2012 Stock Incentive Plan, as amended. For Against Abstentions Broker Non-Votes 7,516,552 261,581 96,268 1,402,023



The Xenith Bankshares, Inc. 2012 Stock Incentive Plan, as amended, was approved.

3. Ratification of Appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. For Against Abstentions 9,264,886 8,512 3,026



The appointment of Grant Thornton LLP was ratified. There were no broker non-votes in the ratification of the appointment of the independent registered public accounting firm.

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4. Advisory Vote to Approve the Compensation of the Company's Named Executive Officers. For Against Abstentions Broker Non-Votes 7,564,321 128,649 181,431 1,402,023



The compensation of the Company's named executive officers was approved on an advisory basis.

Item 8.01. Other Events.



As previously announced, Malcolm S. McDonald, a director of the Company since December 22, 2009 and the Chairman of its Board of Directors (the "Board"), retired from service on the Board following the completion of his current term at the Annual Meeting on May 1, 2014.

At the Board's annual meeting following the Annual Meeting, the Board elected Thomas G. Snead, Jr., a director of the Company since 2013, to succeed Mr. McDonald as its non-executive Chairman of the Board.

In connection with the foregoing, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits 99.1 Press release issued on May 7, 2014 by the Company 3



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Source: Edgar Glimpses


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