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

June 23, 2014



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

VantageSouth Bancshares, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on June 19, 2014. At the Annual Meeting, the Company received proxies totaling 83.1% of its issued and outstanding shares of common stock, representing 45,902,089 shares of common stock, as of the record date. At the Annual Meeting, the stockholders voted on the following proposals, which are described in more detail in the joint proxy statement/prospectus filed by the Company with the SEC on May 14, 2014, and the results of the voting are presented below.

Proposal 1 - Approval of the Agreement and Plan of Merger

The Company's stockholders approved the proposal to approve and adopt the Agreement and Plan of Merger, dated as of January 27, 2014, as amended, by and among the Company, Yadkin Financial Corporation, and Piedmont Community Bank Holdings, Inc. (the "Agreement and Plan of Merger"), based on the following final voting results:

For Against Abstain Broker Non-Votes 42,969,050 90,217 15,190 2,827,631



Proposal 2 - Election of Directors

The Company's stockholders approved the proposal to elect 13 directors of the Company for one-year terms, expiring at the earlier of the 2015 annual meeting of stockholders or the consummation of the Agreement and Plan of Merger, based on the following final voting results:

Nominee For Withheld Broker Non-Votes J. Adam Abram 42,162,896 911,562 2,827,631 David S. Brody 42,893,242 181,216 2,827,631 Alan N. Colner 42,891,763 182,695 2,827,631 Scott M. Custer 42,173,648 900,810 2,827,631 George T. Davis, Jr. 42,871,516 202,942 2,827,631 Thierry Ho 42,868,243 206,215 2,827,631



J. Bryant Kittrell, III 42,870,891 203,567 2,827,631 Joseph T. Lamb, Jr. 42,871,207 203,251 2,827,631 Steven J. Lerner 42,869,722 204,736 2,827,631 James A. Lucas, Jr. 41,982,811 1,091,647 2,827,631 Charles A. Paul, III 42,894,163 180,295 2,827,631 A. Wellford Tabor 42,868,554 205,904 2,827,631 Nicholas D. Zerbib 42,867,633 206,825 2,827,631

Proposal 3 - Ratification of Appointment of Independent Public Accountants

The Company's stockholders approved the proposal to ratify the appointment of Dixon Hughes Goodman LLP as the Company's independent registered public accounting firm for 2014, based on the following final voting results:

For Against Abstain Broker Non-Votes 45,874,832 17,584 9,673 0



Proposal 4 - Adjournment of the Annual Meeting

The Company's stockholders approved the proposal to approve the adjournment of the Annual Meeting, if necessary to solicit additional proxies in favor of the approval and adoption of the Agreement and Plan of Merger, based on the following final voting results:

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For Against Abstain Broker Non-Votes 45,531,609 351,181 19,297 0



Proposal 5 - Ratification of Non-Binding Stockholder Resolution Regarding Executive Compensation

The Company's stockholders approved the proposal to approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers as described in the joint proxy statement/prospectus and in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 and filed with the SEC on March 13, 2014, based on the following final voting results:

For Against Abstain Broker Non-Votes 42,393,820 615,127 65,510 2,827,631



Proposal 6 - Ratification of Non-Binding Stockholder Resolution Regarding Merger-Related Executive Compensation

The Company's stockholders approved the proposal to approve, on an advisory (non-binding) basis, the compensation that the Company's named executive officers may receive in connection with the mergers, pursuant to existing agreements or arrangements with Piedmont, as described in the joint proxy statement/prospectus, based on the following final voting results:

For Against Abstain Broker Non-Votes 42,520,368 439,205 114,884 2,827,631 Item 8.01 Other Events.



On June 23, 2014, the Company issued a press release announcing that the Company's stockholders voted to approve and adopt the Agreement and Plan of Merger, and that the merger also has been approved by the North Carolina Office of the Commissioner of Banks, the FDIC and the Federal Reserve Bank. A copy of that press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No. Description of Exhibit

Exhibit 99.1 Press release dated June 23, 2014

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Source: Edgar Glimpses


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