First Business Financial Services 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2012
First Business Financial Services, Inc.
(Exact name of registrant as specified in its charter)
401 Charmany Drive, Madison, Wisconsin 53719
(Address of principal executive offices, including zip code)
(Registrants telephone number)
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:
On May 14, 2012, the shareholders of First Business Financial Services, Inc. (the Company) approved the First Business Financial Services, Inc. 2012 Equity Incentive Plan (the 2012 Equity Incentive Plan).
The purpose of the 2012 Equity Incentive Plan is to advance the interests of the Companys shareholders by enhancing the Companys ability to attract, retain and motivate persons who make or are expected to make important contributions to the Company, and its subsidiaries and affiliates, by providing those persons with equity ownership opportunities and equity-based incentives, thereby better aligning the interests of such persons with those of the Companys shareholders. The Company may issue up to a total of 245,542 shares of the Companys common stock, par value $0.01 per share (the Common Stock) under the 2012 Equity Incentive Plan (representing an increase of 200,000 shares over the existing shares available under the plan that had previously served as the vehicle for the Companys equity compensation program). The 2012 Equity Incentive Plan authorizes the granting to eligible participants of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent units or other equity-based awards.
The Plan will be administered by the Compensation Committee (the Committee) of the Companys Board of Directors (the Board), or the Board, or others as designated by the Board or the Committee (the Administrator). In the event that the Committee is not in existence, the functions of the Committee will be exercised by the Board. All employees and directors of the Company, its subsidiaries and affiliates are eligible to be granted awards by the Administrator under the 2012 Equity Incentive Plan.
The 2012 Equity Incentive Plan is described in detail in the Companys proxy statement filed with the Securities and Exchange Commission on Schedule 14A on March 30, 2012, in connection with the Annual Meeting of shareholders held on May 14, 2012. The foregoing description of the 2012 Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2012 Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On May 14, 2012, the Company held its Annual Meeting of Shareholders to (1) elect three Class II directors to hold office until the 2015 annual meeting of shareholders and until their successors are duly elected and qualified, (2) approve the 2012 Equity Incentive Plan and (3) ratify the selection of KPMG LLP as the Companys independent auditor for fiscal year 2012.
At the close of business on the record date, March 14, 2012, an aggregate of 2,625,288 shares of Common Stock were issued and outstanding.
At the May 14, 2012 Annual Meeting the Companys shareholders voted on the following:
Nominees were elected with an average of 99% of shares voted cast in favor.
There were 487,707 broker non-votes for director nominees. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Pursuant to the foregoing votes, the three nominees listed above were elected to serve on the Companys Board of Directors.
This matter was approved by shareholders with 91% of shares voted cast in favor of the proposal.
This matter was approved by shareholders with 99% of shares voted cast in favor of the proposal.
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.
FIRST BUSINESS FINANCIAL SERVICES, INC.
Exhibit Index to Current Report on Form 8-K