8-K 1 a13-10537_18k.htm 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 17, 2013

 

City National Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-10521

 

95-2568550

(Commission File Number)

 

(IRS Employer Identification No.)

 

City National Plaza

 

 

555 S. Flower Street, Los Angeles, California

 

90071

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code:  (213) 673-7700

 

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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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.

 

On April 17, 2013, City National Corporation (the “Corporation”) held its annual meeting of stockholders at which the stockholders of the Corporation approved the material terms of the Corporation’s 2008 Omnibus Plan (the “2008 Omnibus Plan”), including an amendment to increase authorized shares.  The material terms of the 2008 Omnibus Plan, including the amendment thereto, are described under “Proposal 3: Approval of the Material Terms of the 2008 Omnibus Plan, Including an Amendment to Increase Authorized Shares” in the Corporation’s Definitive Proxy Statement on Schedule 14A which was filed with the Securities and Exchange Commission on March 5, 2013 (the “2013 Proxy Statement”), which description is incorporated into this item 5.02 by reference.  The description of the material terms of the 2008 Omnibus Plan is qualified in its entirety by reference to the actual terms of the 2008 Omnibus Plan attached as Appendix A to the 2013 Proxy Statement.

 

Item 5.07                                                                                           Submission of Matters to a Vote of Security Holders.

 

On April 17, 2013, the Corporation held its annual meeting of stockholders. The Corporation’s stockholders approved each of the four proposals detailed in the Corporation’s 2013 Proxy Statement.

 

Proposal 1

 

Seven board nominees for director were elected by a majority of votes cast for a term of one year or until their successors are duly elected and qualified.  The voting results are as follows:

 

Name

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

 

 

 

 

 

 

 

 

 

 

Kenneth L. Coleman

 

43,754,401

 

4,160,601

 

77,431

 

2,669,761

 

Bruce Rosenblum

 

43,758,150

 

4,151,096

 

83,187

 

2,669,761

 

Peter M. Thomas

 

47,270,844

 

613,018

 

108,571

 

2,669,761

 

Christopher Warmuth

 

45,342,562

 

2,570,382

 

79,489

 

2,669,761

 

Russell Goldsmith

 

46,898,468

 

1,011,360

 

82,605

 

2,669,761

 

Ronald L. Olson

 

37,512,717

 

10,404,126

 

75,590

 

2,669,761

 

Robert H. Tuttle

 

43,864,438

 

4,042,589

 

85,406

 

2,669,761

 

 

Proposal 2

 

The stockholders ratified the selection of KPMG as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The voting results are as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

 

 

 

 

 

 

 

 

50,388,501

 

190,788

 

82,905

 

—

 

 

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Proposal 3

 

The stockholders approved the material terms of the 2008 Omnibus Plan, including an amendment to increase the number of authorized shares.  The voting results are as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

 

 

 

 

 

 

 

 

41,626,854

 

6,208,453

 

157,126

 

2,669,761

 

 

Proposal 4

 

The advisory vote on executive compensation received the vote of a majority of shares represented and entitled to vote at the meeting.  The voting results are as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

 

 

 

 

 

 

 

 

38,141,699

 

9,669,253

 

181,481

 

2,669,761

 

 

Item 9.01.                                              Financial Statements and Exhibits.

 

(d)                                      Exhibits.

 

10.1

 

City National Corporation 2008 Omnibus Plan, included as Appendix A to the proxy statement filed on March 5, 2013 and incorporated herein by reference.

 

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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.

 

 

 

CITY NATIONAL CORPORATION

 

 

 

 

April 22, 2013

By:

 /s/ Michael B. Cahill

 

 

Michael B. Cahill

 

 

Executive Vice President, General Counsel

 

 

and Corporate Secretary

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

10.1

 

City National Corporation 2008 Omnibus Plan, included as Appendix A to the proxy statement filed on March 5, 2013 and incorporated herein by reference.

 

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