News Column

SUN BANCORP INC /NJ/ FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

July 18, 2014



Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On July 17, 2014, Sun Bancorp, Inc. (the "Company") held its 2014 annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved the Sun Bancorp, Inc. 2014 Performance Equity Plan, which replaced the Sun Bancorp, Inc. 2010 Performance Equity Plan, which had expired according to its terms as of December 31, 2013.

Details regarding the Sun Bancorp, Inc. 2014 Performance Equity Plan are described in the Company's proxy statement related to the Annual Meeting filed with the Securities and Exchange Commission on June 4, 2014 (the "Proxy Statement"). The description of the 2014 Performance Equity Plan does not purport to be complete and is qualified in its entirety by reference to the full text of such plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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



The following items were voted on at the Annual Meeting.

(1) Election of Directors. Nominee For Withheld Broker Non-Vote Wilbur L. Ross, Jr. 54,313,818 8,952,377 9,676,025 Sidney R. Brown 62,668,051 598,143 9,676,025 Peter Galetto, Jr. 62,694,675 571,519 9,676,025 Jeffrey S. Brown 62,390,188 876,006 9,676,025 Eli Kramer 62,678,665 587,529 9,676,025 Anthony R. Coscia 62,784,625 481,569 9,676,025 William J. Marino 62,540,263 725,931 9,676,025 Philip A. Norcross 62,775,245 490,949 9,676,025 Thomas M. O'Brien* 62,512,259 753,935 9,676,025 Keith Stock 62,920,486 345,708 9,676,025



Frank Clay Creasey, Jr. 62,919,196 346,998 9,676,025

*Steven A. Kass, who was previously nominated for election at the Annual Meeting, resigned from the Board of Directors effective on June 30, 2014, as a result of the acquisition of his accounting firm, Rothstein-Kass, by KPMG LLP. Because Steven A. Kass will be unable to serve as a director, the Board of Directors designated Thomas M. O'Brien, the Company's newly appointed President and Chief Executive Officer and Director, as its substitute director nominee. Accordingly, shares represented by all valid proxies voted in favor of Steven A. Kass were voted in favor of the election of Thomas M. O'Brien.

There were no abstentions in the election of directors.

2



--------------------------------------------------------------------------------

(2) Approval of the Sun Bancorp, Inc. 2014 Performance Equity Plan. For Against Abstain 57,732,277 5,517,582 16,335



There were 9,676,025 broker non-votes with respect to the approval of the Sun Bancorp, Inc. 2014 Performance Equity Plan.

(3) Approval of a non-binding advisory proposal regarding the compensation paid to the Named Executive Officers as disclosed in the Proxy Statement. For Against Abstain 62,457,139 658,315 150,740



There were 9,676,025 broker non-votes with respect to the approval of a non-binding advisory proposal regarding the compensation paid to the Named Executive Officers as disclosed in the Proxy Statement.

(4) Ratification of appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. For Against Abstain 72,743,950 167,959 30,310



There were no broker non-votes with respect to the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

Item 7.01. Regulation FD Disclosure.



The Company issued a press release on July 18, 2014 announcing the results of the Annual Meeting, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information contained under Item 7.01 of this Current Report on Form 8-K, including the attached press release, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, except as shall be specifically set forth in such filing.

3



--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 10.1 Sun Bancorp, Inc. 2014 Performance Equity Plan. 99.1 Press Release, dated July 18, 2014. 4



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters