0001104659-12-037746.txt : 20120516 0001104659-12-037746.hdr.sgml : 20120516 20120516114450 ACCESSION NUMBER: 0001104659-12-037746 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120515 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120516 DATE AS OF CHANGE: 20120516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLD SECOND BANCORP INC CENTRAL INDEX KEY: 0000357173 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363143493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10537 FILM NUMBER: 12847804 BUSINESS ADDRESS: STREET 1: 37 S RIVER ST CITY: AURORA STATE: IL ZIP: 60507 BUSINESS PHONE: 7088920202 MAIL ADDRESS: STREET 1: 37 SOUTH RIVER STREET CITY: AURORA STATE: IL ZIP: 60507 8-K 1 a12-12274_18k.htm 8-K

 

 

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 15, 2012

 

Old Second Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-10537

 

36-3143493

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
No.)

 

37 South River Street
Aurora, Illinois 60507
(Address of principal executive offices) (Zip code)

 

(630) 892-0202
(Registrant’s telephone number, including area code)

 

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 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 5.07. Submission of Matters to a Vote of Security Holders

 

On May 15, 2012, the Company held its annual meeting of stockholders. Of the 14,084,328 shares of common stock eligible to vote at the annual meeting, 12,699,533 shares were represented in person or by proxy, representing approximately 90.17% of the outstanding shares. At the meeting, the stockholders elected Messrs. J. Douglas Cheatham, James Eccher, Gerald Palmer, James Carl Schmitz directors to serve three-year terms until 2015, and approved each of the two additional proposals listed below. Further detail on each of the matters voted on by the stockholders is available in the Company’s proxy statement.

 

The final results of voting on each of the matters submitted to a vote of stockholders during the annual meeting are as follows:

 

1)              Election of four members of the board of directors to serve a three-year term expiring 2015:

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

J. Douglas Cheatham

 

8,633,715

 

636,281

 

3,429,537

 

James Eccher

 

8,765,520

 

504,476

 

3,429,537

 

Gerald Palmer

 

8,794,441

 

475,555

 

3,429,537

 

James Carl Schmitz

 

8,819,856

 

450,140

 

3,429,537

 

 

2)              Ratification of advisory proposal on executive compensation:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

8,373,585

 

724,099

 

172,311

 

3,429,537

 

 

3)              Ratification of Plante & Moran, PLLC as the Company’s independent registered public accountingfirm for the year ended December 31, 2012:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

12,528,935

 

128,107

 

42,291

 

 

 

 

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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.

 

Date: May 16, 2012

OLD SECOND BANCORP, INC.

 

 

 

 

 

By:

/s/ J. Douglas Cheatham

 

Name:

J. Douglas Cheatham

 

Title:

Executive Vice President and Chief Financial Officer

 

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