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BEAR STATE FINANCIAL, INC. 8-K 2016

Documents found in this filing:

  1. 8-K
  2. 8-K
bsf20160526_8k.htm

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 26, 2016 (May 25, 2016)

 

Bear State Financial, Inc.

(Exact name of registrant as specified in its charter)

 

Arkansas

 

0-28312

 

71-0785261

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

900 South Shackleford Rd., Suite 401

Little Rock, Arkansas

 

72211

(Address of principal executive offices)

 

(Zip Code)

 

(501) 320-4904

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, 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.

 

The 2016 Annual Meeting of Shareholders of Bear State Financial, Inc. (the “Company”) was held on May 25, 2016 at 11:00 a.m., Central Time, at the Company’s office located at 2009 Browns Lane, Jonesboro, Arkansas 72401. Matters voted on by shareholders included: (i) the election of eleven director nominees to the Company’s Board of Directors; (ii) approval, in an advisory, non-binding vote, of the compensation of the Company’s named executive officers; (iii) approval of an amendment to the Company’s 2011 Omnibus Incentive Plan (the “Incentive Plan”) and the material terms of the performance metrics used under the Incentive Plan; and (iv) ratification of the Audit Committee’s appointment of BKD, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016. The final voting results of the shareholders’ votes are reported below.

  

(i) The following eleven directors were elected by the indicated votes:

 

Directors

 

Votes For

   

Votes Against

   

Votes Abstained

   

Broker Non-Votes

 

W. Dabbs Cavin

    26,757,504       1,191,009       368       5,422,895  

K. Aaron Clark

    27,856,134       89,689       3,058       5,422,895  

Frank Conner

    27,863,689       85,071       121       5,422,895  

Scott T. Ford

    27,858,625       89,958       298       5,422,895  

G. Brock Gearhart

    27,894,626       51,197       3,058       5,422,895  

John J. Ghirardelli

    27,855,090       90,722       3,069       5,422,895  

O. Fitzgerald Hill

    27,856,248       92,501       132       5,422,895  

Daniel C. Horton

    26,720,245       1,225,578       3,058       5,422,895  

Richard N. Massey

    26,743,587       1,202,059       3,235       5,422,895  

Mark A. McFatridge

    26,799,710       1,146,069       3,102       5,422,895  

Ian R. Vaughan

    27,892,751       53,061       3,069       5,422,895  

 

(ii) The compensation of the Company’s named executive officers was approved, in an advisory, non-binding vote, by the indicated votes:

 

Votes For

   

Votes Against

   

Votes Abstained

   

Broker Non-Votes

 
27,786,234       140,683       21,964       5,422,895  

 

(iii) The amendment to expand the list of performance measures available under the Company’s Incentive Plan and reapproval of the other material terms of the Incentive Plan was approved by the indicated votes:

 

Votes For

   

Votes Against

   

Votes Abstained

   

Broker Non-Votes

 
27,758,854       118,331       71,696       5,422,895  

 

(iv) The appointment of BKD, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016 was ratified by the indicated votes:

 

Votes For

   

Votes Against

   

Votes Abstained

 
33,360,645       3,722       7,409  

 

 

 
 

 

  

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.

 

 

BEAR STATE FINANCIAL, INC.

 

 

 

 

 Date:   May 26, 2016

By:

/s/ Sherri R. Billings

 

 

Name:

Sherri R. Billings

 

 

Title:

Senior Executive Vice President, Chief Financial Officer and Chief Accounting Officer

 

 

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