Current Report Filing (8-k)
25 May 2013 - 2:09AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 23, 2013
ASB BANCORP, INC.
(Exact Name of Registrant as Specified in
Its Charter)
North Carolina
(State or other jurisdiction of
incorporation or organization) |
|
001-35279
(Commission
File Number) |
|
45-2463413
(IRS Employer
Identification No.) |
11 Church Street, Asheville, North
Carolina 28801
(Address of principal executive offices)
(Zip Code)
(828) 254-7411
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a)
The annual meeting of stockholders of ASB Bancorp, Inc. (the “Company”) was held on
May 23, 2013. As of the April 4, 2013 record date, there were 5,305,323 shares of common stock outstanding, all of which were
entitled to vote. There were 4,895,951 shares present in person or by proxy.
(b)
The final vote results for each of the matters submitted to a vote of stockholders at the annual
meeting were as follows:
| 1. | The stockholders elected the following individuals as directors of the Company, each to serve for
a three-year term or until their respective successors have been elected and qualified, by the following vote: |
|
|
FOR |
|
WITHHELD |
|
BROKER
NON-VOTES |
Suzanne S. DeFerie |
|
3,564,713 |
|
151,375 |
|
1,179,863 |
Leslie D. Green |
|
3,532,188 |
|
183,900 |
|
1,179,863 |
Wyatt S. Stevens |
|
3,409,738 |
|
306,350 |
|
1,179,863 |
| 2. | The stockholders ratified the appointment of Dixon Hughes Goodman LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2013 by the following vote: |
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
4,809,976 |
|
9,950 |
|
76,025 |
|
Not applicable |
| 3. | The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s
named executive officers by the following vote: |
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
3,491,614 |
|
134,445 |
|
90,029 |
|
1,179,863 |
| 4. | The stockholders approved, on a non-binding advisory basis, the frequency of future shareholder
“say on pay” advisory votes by the following vote: |
EVERY
YEAR |
|
EVERY
TWO
YEARS |
|
EVERY
THREE
YEARS |
|
ABSTAIN |
|
BROKER
NON-
VOTES |
3,401,779 |
|
112,471 |
|
114,444 |
|
87,394 |
|
1,179,863 |
The Company has determined to include in its proxy
materials the stockholder advisory vote on the compensation of its named executive officers on an annual basis.
Beginning May 24, 2013, the Company will
make available and distribute to analysts and prospective investors the slide presentation made at the Company’s annual meeting
on May 23, 2013. The presentation materials include information regarding the Company’s operating and growth strategies and
financial performance. The presentation materials will also be posted to the Company’s website on May 24, 2013. The presentation
materials are attached hereto as Exhibit 99.1.
On May 24, 2013, the Company issued a news
release announcing that the Company’s Board of Directors approved a stock repurchase program whereby the Company may repurchase
up to 5%, or 265,266 shares, of its outstanding common stock. For further information, reference is made to the Company’s
news release dated May 24, 2013, a copy of which is attached to this Report as Exhibit 99.2 and is furnished herewith.
| Item 9.01 | Financial Statements and Exhibits. |
Number |
|
Description |
|
|
|
99.1 |
|
Presentation Materials |
|
|
|
99.2 |
|
News Release Dated May 24, 2013 |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 24, 2013 |
By: |
/s/
Suzanne S. DeFerie
|
|
|
Suzanne S. DeFerie |
|
|
President and Chief Executive Officer |
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