-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H/bRmZSkzK5q82a16umNGaN9of/RuhcZf09uInNn61SN7eC8X2oBc94ysuvqXSxS CczkTEtRhIhTgZRjdmmxWg== 0000950159-10-000663.txt : 20100727 0000950159-10-000663.hdr.sgml : 20100727 20100727163858 ACCESSION NUMBER: 0000950159-10-000663 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100727 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20100727 DATE AS OF CHANGE: 20100727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METRO BANCORP, INC. CENTRAL INDEX KEY: 0001085706 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251834776 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50961 FILM NUMBER: 10972012 BUSINESS ADDRESS: STREET 1: 3801 PAXTON STREET CITY: HARRISBURG STATE: PA ZIP: 17111 BUSINESS PHONE: 7174126301 MAIL ADDRESS: STREET 1: 3801 PAXTON STREET CITY: HARRISBURG STATE: PA ZIP: 17111 FORMER COMPANY: FORMER CONFORMED NAME: PENNSYLVANIA COMMERCE BANCORP INC DATE OF NAME CHANGE: 19990504 8-K 1 metro8k.htm METRO BANCORP, INC. metro8k.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)
July 27, 2010 (July 23, 2010)

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

Pennsylvania
  
000-50961
  
25-1834776
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

3801 Paxton Street, Harrisburg, Pennsylvania
  
17111
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code
800-653-6104

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:

[ ]  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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

An amended and restated 2006 Employee Stock Option and Restricted Stock Plan ("Plan") was approved by shareholders of Metro Bancorp, Inc. at the 2010 Annual Meeting of Shareholders held on July 23, 2010.  In addition to other changes, the amended and restated Plan allows the Board of Directors to award restricted stock as part of the Plan. A description of the terms and conditions, including a description of how the Compensation Committee determines awards to the Company's principal executive officer, principal financial officer and the other named executive officers pursuant to the Plan, is incorporated herein by reference to the description of the Plan in the Company's Proxy Statement filed with the Securities and Exchange Commission on June 7, 2010.
 
Item 5.07 Submission of Matters to a Vote of Security Holders

The 2010 Annual Meeting (the "Annual Meeting") of Shareholders of Metro Bancorp, Inc. ("Metro") was held on July 23, 2010. At the Annual Meeting, shareholders approved all of management’s proposals outlined in Metro’s June 7, 2010 Proxy Statement which included: (1) the election of eight directors to serve until the 2011 Annual Meeting; (2) approval of 2011 Director Stock Option Plan; (3) amendment and restatement of the 2006 Employee Stock Option and Restricted Stock Plan; and (4) ratification of the appointment of ParenteBeard LLC as Metro’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

The results of the shareholders’ votes are reported below:

1.  
With respect to the election of eight directors, the following directors were elected by the indicated votes:

Name of Nominee
  
For
  
Withheld
  
Broker Non-Vote
James R. Adair
  
8,055,575
  
176,787
  
4,192,035
John J. Cardello, CPA
  
8,055,575
  
176,787
  
4,192,035
Douglas S. Gelder
  
8,024,830
  
207,532
  
4,192,035
Alan R. Hassman
  
8,046,688
  
185,674
  
4,192,035
Howell C. Mette, Esq.
  
8,051,349
  
181,013
  
4,192,035
Gary L. Nalbandian
  
8,047,519
  
184,843
  
4,192,035
Michael A. Serluco
  
8,044,423
  
187,939
  
4,192,035
Samir J. Srouji, M.D.
  
8,050,197
  
182,165
  
4,192,035

 2. 
With respect to the approval of the 2011 Director Stock Option Plan, the votes were as follows:

For
Against
Abstain
Broker Non-Vote
       
6,414,121
1,784,232
34,009
4,192,035


 
 
 


 3.
With respect to the approval of the amendment and restatement of the 2006 Employee Stock Option and Restricted Stock Plan, the votes were as follows:

For
Against
Abstain
Broker Non-Vote
       
6,291,186
1,920,409
20,767
4,192,035

 4.
With respect to the ratification of the appointment of ParenteBeard LLC as Metro’s independent registered public accounting firm for the fiscal year ending December 31, 2010, the votes were as follows:

For
Against
Abstain
Broker Non-Vote
       
12,131,564
160,642
130,961
1,230



 
 
 

 
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.
 

 
 
Metro Bancorp, Inc.
 
-----------------------------------------------
 
(Registrant)
   
   
Date: July 27, 2010
/s/ Mark A. Zody
 
-----------------------------------------------
 
Mark A. Zody
 
Chief Financial Officer

 

 


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