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YADKIN FINANCIAL CORP FILES (8-K) Disclosing Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

June 23, 2014



Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On June 20, 2014, Yadkin Financial Corporation (the "Company"), acting pursuant to authorization from its Board of Directors on May 22, 2014, provided written notice to the NASDAQ Global Select Market ("NASDAQ") that the Company intends to transfer its listing to the New York Stock Exchange (the "NYSE"). The notice stated that the Company expects to voluntarily cease trading on NASDAQ at the close of trading on July 3, 2014. The Company's Voting Common Stock, par value $1.00 per share, has been approved for listing on the NYSE and is expected to commence trading on the next business day, July 7, 2014, under the Company's current stock symbol "YDKN."

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 19, 2014, of the 13,725,676 shares of Voting Common Stock outstanding and entitled to vote at the Company's Annual Meeting of Shareholders, 11,948,506 were present in person or by proxy, and of the 654,997 shares of the Company Non-Voting Common Stock outstanding and entitled to vote on Proposal No. 2 below at the Company's Annual Meeting of Shareholders, 654,997 were present in person or by proxy, and the following proposals were voted upon and approved by our shareholders at the Annual Meeting:

1. A Proposal to Approve the Agreement and Plan of Merger dated as of January 27, 2014: Broker For Against Abstain Non-Vote 10,322,464 115,261 79,701 1,431,080 2. A Proposal to Amend the Articles of Incorporation of the Company to Increase the Number of Authorized Shares of Common Stock to 75,000,000 shares: Broker For Against Abstain Non-Vote 10,935,530 156,597 80,296 1,431,080



3. A Proposal to Elect the Board of Directors:

NOMINEE FOR AGAINST ABSTAIN Nolan G. Brown 10,148,367 290,874 78,185 Harry M. Davis 10,195,840 268,087 53,499 Thomas J. Hall 10,189,096 264,514 63,816 James A. Harrell, Jr. 10,184,699 263,707 69,020 Larry S. Helms 10,127,037 306,125 84,264 Dan W. Hill, III 10,274,933 178,543 63,950 Alison J. Smith 10,071,798 290,270 155,358 Harry C. Spell 10,178,635 272,876 65,915 Joseph H. Towell 10,166,832 281,497 69,097 4. A Proposal to Ratify the Appointment of Dixon Hughes Goodman, LLP as Independent Registered Public Accounting Firm For the Year Ending December 31, 2014:



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Broker For Against Abstain Non-Vote 11,858,106 41,201 49,199 -



5. A Proposal to Adjourn of the Annual Meeting, if Necessary or Appropriate:

Broker For Against Abstain Non-Vote 11,031,860 816,462 100,184 - 6. A Proposal to Approve, on an Advisory (Non-Binding) Basis, the Compensation of Certain Executive Officers: Broker For Against Abstain Non-Vote 9,983,418 445,636 88,372 1,431,080 7. A Proposal to Approve, on an Advisory (Non-Binding) Basis, the Compensation that Certain Executive Officers May Receive in Connection with the Mergers: Broker For Against Abstain Non-Vote 9,984,784 395,258 137,384 1,431,080



A copy of the press release announcing the results of the Annual Meeting of Shareholders is attached as Exhibit 99.1 and incorporated herein by reference.

Item 8.01 Other Events

On June 19, 2014, the Company received regulatory approval from the Board of Governors of the Federal Reserve System to consummate the Mergers. On June 9, 2014, Yadkin Bank, a North Carolina banking corporation and wholly owned subsidiary of the Company, received regulatory approval from the Federal Deposit Insurance Corporation for VantageSouth Bank, a North Carolina banking corporation and wholly owned subsidiary of VantageSouth, to merge with and into Yadkin Bank, with Yadkin Bank continuing as the surviving entity (the "Bank Merger"). The Company and Yadkin Bank previously received the necessary regulatory approvals for the Mergers and the Bank Merger from the North Carolina Office of the Commissioner of Banks. As such, all regulatory approvals required prior to the completion of the Mergers and the Bank Merger have now been obtained.

Completion of the Mergers remains subject to customary closing conditions. Assuming such conditions are satisfied, the Company expects to complete the Mergers and the Bank Merger on or about July 4, 2014.

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Item 9.01 Financial Statements and Exhibits (d) Exhibits: The following exhibit is filed with this report: Item Number Exhibit

99.1 Press Release dated June 23, 2014



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Source: Edgar Glimpses


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