8-K 1 a8-kshareholdersmeeting2014.htm METRO BANCORP, INC. FORM 8-K 8-K Shareholders' Meeting 2014





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 22, 2014
(May 22, 2014)

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
888-937-0004

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 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders (the Annual Meeting) of Metro Bancorp, Inc. (Metro or the Company) was held on May 22, 2014. At that meeting, the shareholders considered and acted upon the following proposals:
 
1.  The election of directors.  By the vote reflected below, the shareholders elected the following individuals to serve as directors until the 2015 Annual Meeting:

 
Votes For
Votes Withheld
Broker Non-Votes
James R. Adair
10,920,548
883,425
1,577,848
John J. Cardello, CPA
10,933,574
870,399
1,577,848
Douglas S. Gelder
10,916,383
887,590
1,577,848
Alan R. Hassman
10,920,227
883,746
1,577,848
J. Rodney Messick
10,938,253
865,720
1,577,848
Howell C. Mette, Esq.
10,923,497
880,476
1,577,848
Gary L. Nalbandian
10,910,613
893,360
1,577,848
Michael A. Serluco
10,920,227
883,746
1,577,848
Samir J. Srouji, M.D.
10,914,048
889,925
1,577,848
 
2. The Say-On-Pay Proposal advisory vote on compensation of named executive officers.  The shareholders voted to approve, on an advisory non-binding basis, the compensation paid to the named executive officers. The voting totals for this item are as follows: 11,152,864 shares voted for the proposal; 407,735 shares voted against the proposal; and 243,374 shares abstained from voting on the proposal.  There were 1,577,848 broker non-votes on the proposal.
 
3.  The ratification of the appointment of BDO USA, LLP as Metro's independent registered public accounting firm for the fiscal year ending December 31, 2014. The voting results were as follows: 13,235,424 shares voted for the proposal; 141,119 shares voted against the proposal; and 5,278 shares abstained from voting on the proposal. There were no broker non-votes on the proposal.

Item 7.01. Regulation FD Disclosure

On May 22, 2014, the shareholders of Metro Bancorp, Inc. held their annual shareholders' meeting. At that meeting, the Chief Executive Officer and Chief Financial Officer of Metro made a presentation to shareholders. The slide presentation used during the meeting is attached as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events

On May 22, 2014, the Company presented to its shareholders, the presentation included as Exhibit 99.1 of this Form 8-K.

Item 9.01. Financial Statements and Exhibits
(d) Exhibits

Exhibit No.
Description
99.1
Shareholder Presentation Materials, dated May 22, 2014




SIGNATURE

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: May 22, 2014              

                                
                        
/s/ Mark A. Zody
-----------------------------------------------
Mark A. Zody
Chief Financial Officer






EXHIBIT INDEX



Exhibit No.           Description


99.1
Shareholder Presentation Materials of Metro Bancorp, Inc. dated May 22, 2014