0001193125-13-143945.txt : 20130405 0001193125-13-143945.hdr.sgml : 20130405 20130405160702 ACCESSION NUMBER: 0001193125-13-143945 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130405 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130405 DATE AS OF CHANGE: 20130405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS REPUBLIC BANCORP, INC. CENTRAL INDEX KEY: 0000351077 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 382378932 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33063 FILM NUMBER: 13745948 BUSINESS ADDRESS: STREET 1: 328 SOUTH SAGINAW STREET CITY: FLINT STATE: MI ZIP: 48502 BUSINESS PHONE: 810-766-7500 MAIL ADDRESS: STREET 1: 328 SOUTH SAGINAW STREET CITY: FLINT STATE: MI ZIP: 48502 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS REPUBLIC BANCORP INC DATE OF NAME CHANGE: 20070426 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS BANKING CORP DATE OF NAME CHANGE: 20020515 FORMER COMPANY: FORMER CONFORMED NAME: CB WEALTH MANAGEMENT N A DATE OF NAME CHANGE: 20020502 8-K 1 d517472d8k.htm FORM 8-K FORM 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 5, 2013

 

 

Citizens Republic Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Michigan

(State or Other Jurisdiction of Incorporation)

 

001-33063   38-2378932
(Commission File Number)   (IRS Employer Identification No.)
328 South Saginaw Street, Flint, Michigan   48502
(Address of Principal Executive Offices)   (Zip Code)

(810) 766-7500

(Registrant’s Telephone Number, Including Area Code)

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))

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

On April 5, 2013, the Company held a special meeting of its shareholders. At that meeting, the following matters were voted upon, with the final results for each matter disclosed below:

1. A proposal to approve the merger agreement between FirstMerit Corporation and the Company dated September 12, 2012.

 

For

   

Against

     

Abstain

     

Broker Non-Votes

  

28,422,325

      382,594         62,924         —     

2. A proposal to approve, on an advisory basis only, certain compensation to Citizens’ named executive officers in connection with the merger.

 

For

   

Against

     

Abstain

     

Broker Non-Votes

  

25,165,284

      3,429,423         273,136         —     

3. A proposal to approve granting the board of directors authority to adjourn, postpone or continue the special meeting on one or more occasions, if necessary or appropriate, to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to approve the merger agreement.

 

For

   

Against

     

Abstain

     

Broker Non-Votes

  

25,295,412

      3,464,568         107,863         —     

Having received approval of the Merger from the Federal Reserve Board and the Office of the Comptroller of the Currency, the Company expects the merger to become effective after the close of business on Friday, April 12, 2013, after which time Citizens’ common shares will be delisted from the NASDAQ stock market.

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 thereunto duly authorized.

 

CITIZENS REPUBLIC BANCORP, INC.
By:  

/s/ Thomas W. Gallagher

  Thomas W. Gallagher
Its: General Counsel and Secretary

Date: April 5, 2013