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Eagle Bancorp 8-K 2012

Documents found in this filing:

  1. 8-K
  2. 8-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 17, 2012

 

Eagle Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

0-25923

 

52-2061461

(State or other jurisdiction

 

(Commission file number)

 

(IRS Employer

of incorporation)

 

 

 

Number)

 

7815 Woodmont Avenue, Bethesda, Maryland  20814

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code:  301.986.1800

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 Vote of Security Holders.

 

(a)           On May 17, 2012, the annual meeting of shareholders of Eagle Bancorp, Inc. (the “Company”) was held for the purposes of:

 

1.              electing four (4) directors to serve until the 2013 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

 

2.              electing four (4) directors to serve until the 2014 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

 

3.              considering and approving an amendment to the Company’s 2006 Stock Plan to increase the number of shares of common stock subject to the plan by 600,000;

 

4.              ratifying the appointment of Stegman & Company as the Company’s independent registered public accountants for the year ended December 31, 2012;

 

5.              voting on a non-binding advisory resolution approving the compensation of our named executive officers; and

 

6.              voting on a non-binding advisory resolution regarding the frequency of future advisory votes on executive compensation.

 

(b)           (1)           The name of each director elected at the meeting, and the votes cast for such persons, who constitute the entire Board of Directors in office following the meeting, are set forth below.

 

Name

 

For

 

Withheld

 

Broker Non-votes

 

Class A Directors — Term expiring 2013

 

 

 

 

 

 

 

Leslie M. Alperstein

 

12,548,900.855057

 

2,162,445.380716

 

2,888,464

 

Robert P. Pincus

 

10,626,308.930002

 

4,085,037.305771

 

2,888,464

 

Donald R. Rogers

 

10,377,363.506251

 

4,333,982.729522

 

2,888,464

 

Leland M. Weinstein

 

10,960,955.855057

 

3,750,390.380716

 

2,888,464

 

 

 

 

 

 

 

 

 

Class B Directors — Term expiring 2014

 

 

 

 

 

 

 

Dudley C. Dworken

 

12,509,752.855057

 

2,201,593.380716

 

2,888,464

 

Harvey M. Goodman

 

12,541,527.884216

 

2,169,818.351557

 

2,888,464

 

Ronald D. Paul

 

11,962,553.365503

 

2,748,792.870270

 

2,888,464

 

Norman R. Pozez

 

10,443,953.971044

 

4,267,392.264729

 

2,888,464

 

 

(2)           The number of votes cast for or against, and the number of abstentions and broker non-votes cast on the amendment to the Company’s 2006 Stock Plan to increase the number of shares of common stock subject to the plan by 600,000.

 

For

 

Against

 

Abstain

 

Broker Non-votes

 

12,013,544.562169

 

2,569,282.850724

 

128,518.822880

 

2,888,464

 

 

(3)           The number of votes cast for or against, and the number of abstentions and broker non-votes cast on the ratification of the appointment of Stegman & Company as the Company’s independent registered public accounting firm is as set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-votes

 

17,503,699.491879

 

78,926.861791

 

17,183.882103

 

0

 

 

(4)           The number of votes cast for or against, and the number of abstentions and broker non-votes cast on the nonbinding advisory resolution approving the compensation of our executive officers is as set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-votes

 

11,188,743.187807

 

3,351,571.775779

 

171,031.272187

 

2,888,464

 

 

2



 

(5)           `The number of votes cast on the nonbinding advisory resolution for holding future advisory votes on executive compensation every one year, two years or three years, and the number of abstentions and broker non-votes, is as set forth below.

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-votes

 

13,106,387.033567

 

163,716.906729

 

1,163,483.885107

 

277,758.410370

 

2,888,464

 

 

3



 

Signatures

 

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 hereunto duly authorized.

 

 

 

EAGLE BANCORP, INC.

 

 

 

 

 

 

 

By:

/s/ Ronald D. Paul

 

 

Ronald D. Paul, President, Chief Executive Officer

 

Dated: May 18, 2012

 

4


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