8-K 1 f8k_060215.htm FORM 8-K f8k_060215.htm
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)
May 27, 2015
   
Heritage Oaks Bancorp
(Exact Name of Registrant as Specified in Its Charter)
 
California
(State or Other Jurisdiction of Incorporation)
 
 
000-25020 77-0388249
(Commission File Number) 
(IRS Employer Identification No.)
   
1222 Vine Street, Paso Robles CA 93446
(Address of Principal Executive Offices)  (Zip Code) 
   
(805) 369-5200
(Registrant’s Telephone Number, Including Area Code)
 
 
(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))
 
 
 
 
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

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

On May 27, 2015, the Company held its annual meeting of shareholders.  Of the 33,950,518 shares of common stock outstanding as of March 31, 2015 which was the record date for the meeting, 30,886,333 shares or 90.97% were present at the meeting in person or by proxy.  The following matters were considered and voted upon, with all nominated directors being elected and all other proposals being approved.

1. 
Election of Directors.

Director
Shares For
Shares Withheld
Broker Non-Votes
Michael J. Behrman
28,121,602
708,013
2,056,718
Donald Campbell
27,891,998
937,617
2,056,718
Mark C. Fugate
28,317,061
512,554
2,056,718
Howard N. Gould
28,305,963
523,652
2,056,718
Dee Lacey
28,120,281
709,334
2,056,718
Simone F. Lagomarsino
28,698,896
130,719
2,056,718
James L. Lynch
28,309,441
520,174
2,056,718
Michael J. Morris
28,088,754
740,861
2,056,718
Daniel J. O'Hare
28,263,280
566,335
2,056,718
Michael E. Pfau
28,282,541
547,074
2,056,718
Alexander F. Simas
28,281,966
547,649
2,056,718
Stephen P. Yost
28,314,951
514,664
2,056,718

2. 
A vote to approve the Company’s 2015 Equity Incentive Plan.

   Shares For
Against
Abstain
Broker Non-Votes
27,586,720
1,193,360
49,535
2,056,718
 
3. 
An advisory vote to approve the Company’s Executive Compensation.

   Shares For
Against
Abstain
Broker Non-Votes
27,864,354
790,172
175,089
2,056,718

4. 
Ratify the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2015.

   Shares For
Against
Abstain
Broker Non-Votes
30,858,618
18,023
9,692
--
 

 
 
Date: June 2, 2015
   
 
Heritage Oaks Bancorp
     
 
By:
/s/Lonny D. Robinson
  
 
Lonny D. Robinson
 
Executive Vice President, Chief Financial Officer