8-K 1 a50620358.htm VIRGINIA COMMERCE BANCORP, INC. 8-K


UNITED STATES
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): April 24, 2013


Virginia Commerce Bancorp, Inc.
 (Exact name of registrant as specified in its charter)


Virginia

000-28635

54-1964895

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification

Number)



5350 Lee Highway, Arlington, Virginia  22207
(Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including area code:  703.534.0700

N/A
(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 (see filing General Instruction A.2. below):

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 2013 Annual Meeting of Stockholders of Virginia Commerce Bancorp, Inc. (the “Company”) was held on April 24, 2013, at which four proposals were submitted to the Company’s stockholders. The proposals are described in detail in the Company’s proxy statement for the 2013 Annual Meeting filed with the Securities and Exchange Commission on March 22, 2013. The final results for the votes regarding the proposals are set forth below.

          Proposal 1 – The Company’s stockholders elected 9 directors to serve for a one year period until the 2014 Annual Meeting of Stockholders and until their successors have been elected and qualified. The name of each director elected at the Annual Meeting, and the votes cast for such individuals, who constitute the entire Board of Directors of the Company following the meeting, are set forth below:

Name

For

Withheld

Broker Non-Votes

Leonard Adler 20,647,058 309,827 6,919,017
Michael G. Anzilotti 17,836,182 3,120,703 6,919,017
Thomas E. Burdette 20,701,443 255,442 6,919,017
Peter A. Converse 17,865,744 3,091,141 6,919,017
W. Douglas Fisher 20,494,989 461,896 6,919,017
David M. Guernsey 20,480,327 476,558 6,919,017
Kenneth R. Lehman 20,689,173 267,712 6,919,017
Norris E. Mitchell 20,683,064 273,821 6,919,017
Todd A. Stottlemyer 20,533,298 423,587 6,919,017

          Proposal 2 – The Company’s stockholders approved, in a non-binding advisory vote, the compensation of the Company’s executive officers. The votes regarding Proposal 2 were as follows:

For

Against

Abstentions

Broker Non-Votes

17,599,115 3,201,433 156,337 6,919,017

        Proposal 3 – The Company’s stockholders recommended, in a non-binding advisory vote, a frequency of every year for future advisory votes on the compensation of the Company’s executive officers. The votes regarding Proposal 3 were as follows:

1 Year

2 Years

3 Years

Abstentions

17,971,827 133,058 2,576,085 275,915

        Proposal 4 – The Company’s stockholders ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accountant for the fiscal year ending December 31, 2013.  The votes regarding Proposal 4 were as follows:

For

Against

Abstentions

Broker Non-Votes

27,665,871 67,305 142,726 N/A

                    No other matters were voted on at the meeting.


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.

VIRGINIA COMMERCE BANCORP, INC.

 

 

 

 

By:

/s/ Mark S. Merrill

Mark S. Merrill

Executive Vice President, Chief Financial Officer

 
 

Dated:

April 29, 2013