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ROYAL BANCSHARES OF PENNSYLVANIA INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events

June 23, 2014



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

On June 18, 2014, Royal Bancshares of Pennsylvania, Inc. ("Royal") held its Annual Meeting of Shareholders for which the Board of Directors solicited proxies. At the Annual Meeting, shareholders of Royal voted on the following proposals described in the Proxy Statement dated May 9, 2014 (the "Proxy Statement").

The proposals voted on and approved or disapproved by Royal's shareholders at the Annual Meeting were as follows:

Proposal No. 1. Royal's shareholders elected two individuals to serve as Class III directors on the Board of Directors for a term of three years each and until their successors are elected and qualified, as set forth below:

Nominees For Withheld Broker Nonvotes F. Kevin Tylus 20,609,342 403,341 3,071,634 Michael J. Piracci 20,908,729 103,954 3,071,634



Proposal No. 2. Royal's shareholders ratified the appointment of ParenteBeard LLC, as Royal's independent registered public accounting firm for the year ending December 31, 2014, as set forth below:

Votes For Votes Against Abstentions Broker Nonvotes 24,042,085 27,356 14,876 -0-



Proposal No. 3. Royal's shareholders ratified a non-binding proposal to approve the executive compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure (together with the accompanying narrative disclosure) regarding the named executive officers in the Proxy Statement, as set forth below:

Votes For Votes Against Abstentions Broker Nonvotes 20,388,866 581,335 42,482 3,071,634 Item 8.01 Other Events.



On June 20, 2014, the United States Department of Treasury ("Treasury") announced that it had priced auctions of preferred stock of six institutions, including all of the 30,407 shares of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, without par value (the "Series A Preferred Stock"), and a liquidation preference of $1,000 per share, issued by Royal to the Treasury in 2009. The Series A Preferred Stock was priced in the auction at $1,207.11 per share for all 30,407 shares of Series A Preferred Stock outstanding. As previously disclosed, Royal was a bidder in the auction by Treasury and has been allocated 11,551 shares of Series A Preferred Stock for repurchase at the clearing price of $1,207.11. Closing for the sale of the Series A Preferred Stock by Treasury, including the repurchase of 11,551 shares of Series A Preferred Stock by Royal, is expected to occur on July 2, 2014.

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Source: Edgar Glimpses


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