8-K 1 lob-8k_20190517.htm 8-K lob-8k_20190517.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 14, 2019

LIVE OAK BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

North Carolina

001-37497

26-4596286

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

1741 Tiburon Drive, Wilmington, NC

28403

(Address of principal executive offices)

(Zip Code)

 

 

 

Registrant’s telephone number, including area code: (910) 790-5867

 

 

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Voting Common Stock, no par value per share

LOB

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company     ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a)The 2019 Annual Meeting of Shareholders (the "Annual Meeting") of Live Oak Bancshares, Inc. (the "Company") was held on May 14, 2019.  On March 15, 2019, the record date for the Annual Meeting, 35,529,167 shares of the Company’s voting common stock were issued and outstanding, of which 33,756,813 were present for purposes of establishing a quorum.

(b)Shareholders voted on the following matters at the Annual Meeting:

 

(1)

Shareholders elected William H. Cameron, Diane B. Glossman, Glen F. Hoffsis, Howard K. Landis III, James S. Mahan III, Miltom E. Petty, Neil L. Underwood and William L. Williams III to the Board of Directors for terms of one year;

 

(2)

Shareholders voted on a non-binding, advisory proposal to approve compensation paid to the Company’s named executive officers;

 

(3)

Shareholders voted on a non-binding, advisory proposal regarding the frequency of future advisory votes on executive compensation; and

 

(4)

Shareholders ratified Dixon Hughes Goodman LLP as the Company’s independent auditors for 2019.

Set forth below are the number of votes cast for or against each such matter as well as the number of abstentions and broker non-votes with respect to each such matter.

Item

 

For

 

Against

 

Withheld/

Abstain

 

Broker

Non-Votes

Election of Directors

 

 

William H. Cameron

 

26,973,392

 

—

 

206,184

 

6,577,237

Diane B. Glossman

 

27,042,002

 

—

 

137,574

 

6,577,237

Glen F. Hoffsis

 

26,946,373

 

—

 

233,203

 

6,577,237

Howard K. Landis III

 

26,532,905

 

—

 

646,671

 

6,577,237

James S. Mahan III

 

27,000,117

 

—

 

179,459

 

6,577,237

Miltom E. Petty

 

27,045,771

 

—

 

133,805

 

6,577,237

Neil L. Underwood

 

26,585,661

 

—

 

593,915

 

6,577,237

William L. Williams III

 

26,997,403

 

—

 

182,173

 

6,577,237

 

 

 

 

 

 

 

 

 

Advisory proposal to approve compensation paid to the Company’s named executive officers

 

27,049,917

 

105,023

 

24,636

 

6,577,237

 

 

 

 

 

 

 

 

 

Ratification of the Selection of Dixon Hughes Goodman LLP as Independent Auditors of the Company for 2019

 

33,671,787

 

66,340

 

18,686

 

—

Item

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker

Non-Votes

Advisory proposal regarding the frequency of future advisory votes on executive compensation

 

26,891,805

 

31,196

 

229,788

 

26,787

 

6,577,237

 

(c)Not applicable.

(d)In light of the vote on the advisory proposal regarding the frequency of future advisory votes on executive compensation and the Company’s Board of Directors’ recommendation that shareholders vote to hold future advisory votes on executive compensation each year, the Company will hold such vote each year until the next required vote on the frequency of shareholder votes on executive compensation.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

LIVE OAK BANCSHARES, INC.

 

By:

/s/ S. Brett Caines

 

 

S. Brett Caines

 

 

Chief Financial Officer

 

 

 

 

 

 

Dated: May 17, 2019