CAROLINA BANK HOLDINGS, INC. (NASDAQ:CLBH) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 Submission of Matters to a Vote of Security Holders.
On December 20, 2016, Carolina Bank Holdings, Inc. (the
Registrant) held a Special Meeting of Shareholders (the Special
Meeting). There were three proposals submitted to shareholders at
the Special Meeting. In the case of Proposal 1, the Agreement and
Plan of Merger and Reorganization was approved. Proposal 2 was
also approved by the shareholders entitled to vote at the Special
Meeting. A third proposal, to authorize the board of directors to
adjourn or postpone the special meeting to a later date, if
necessary or appropriate, was not voted on given the passage of
Proposal 1. All three proposals are described in greater detail
in the Registrants definitive proxy statement for the Special
Meeting, filed with the Securities and Exchange Commission on
October 28, 2016.
The voting results were as follows:
Proposal 1: Proposal to
approve the Agreement and Plan of Merger and Reorganization dated
as of June 21, 2016, by and among Carolina Bank Holdings, Inc.
and First Bancorp, as such agreement may be amended from time to
time, and the merger and other transactions contemplated by the
merger agreement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 3,704,933 | 11,889 | 2,109 | — |
Proposal 2: Proposal to
approve, on a non-binding advisory basis, the compensation that
certain executive officers of Carolina Bank Holdings, Inc. will
receive under existing agreements or arrangements with Carolina
Bank Holdings, Inc. in connection with the Agreement and Plan of
Merger and Reorganization dated as of June 21, 2016, by and among
Carolina Bank Holdings, Inc. and First Bancorp, as such agreement
may be amended from time to time.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 3,477,992 | 118,809 | 122,130 | — |
Item 8.01 Other Events.
On December 22, 2016, the Registrant issued a press release
announcing that the Registrants shareholders voted to approve the
Agreement and Plan of Merger and Reorganization. The press
release also announced that (i) the Registrant and First Bancorp
have received approval for the merger from the North Carolina
Commissioner of Banks, and (ii) an application for approval of
the merger is currently under review by the Board of Governors of
the Federal Reserve System. The merger is expected to close
during the first quarter of 2017, subject to receipt of all
required regulatory approvals.
A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release, dated December 22, 2016 |
Caution Regarding Forward-Looking Statements
This Form 8-K, in particular statements regarding the proposed
transaction between the Registrant and First Bancorp, the
expected timetable for completing the transaction, and any other
statements about the Registrant or First Bancorp managements
future expectations, beliefs, goals, plans or prospects, includes
forward-looking statements that are based on certain beliefs and
assumptions and reflect the current expectations of the
Registrant, First Bancorp, and their respective management.
Statements that are predictive in nature, that depend on or
relate to future events or conditions, or that include words such
as believes, anticipates, expects, continues, predict, potential,
contemplates, may, will, likely, could, should, estimates,
intends, plans and other similar expressions are forward-looking
statements. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements. Forward-looking statements involve known and unknown
risks, assumptions and uncertainties that may cause actual
results in future periods to differ materially from those
projected or contemplated in the forward-looking statements, and
you should not place undue reliance on these statements. Some of
the factors that could cause actual results to differ materially
from current expectations are: the ability to consummate the
proposed transaction; any conditions imposed on the parties in
connection with the consummation of the proposed transaction; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the agreement relating to the
proposed transaction; the Registrants ability to maintain
relationships with employees and third parties following
announcement of the proposed transaction; the ability of the
parties to satisfy the conditions to the closing of the proposed
transaction; the risk that the proposed transaction may not be
completed in the time frame expected by the parties or at all;
and the risks that are described from time to time in the
Registrants reports filed with the SEC, including Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, and on general industry and economic conditions. The
Registrant disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information About the Proposed Transaction and
Where to Find It
This Form 8-K includes statements made in respect of the proposed
transaction involving the Registrant and First Bancorp. This
material is not a substitute for the proxy statement/prospectus
or any other documents which the Registrant and First Bancorp may
send to their respective shareholders in connection with the
proposed merger. This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities.
In connection with the proposed transaction, First Bancorp has
filed with the SEC a Registration Statement on Form S-4 that
includes a proxy statement of the Registrant and a prospectus of
First Bancorp, as well as other relevant documents concerning the
proposed transaction. Investors and security holders are also
urged to carefully review and consider each of First Bancorps and
the Registrants public filings with the SEC, including but not
limited to their Annual Reports on Form 10-K, their proxy
statements, their Current Reports on Form 8-K and their Quarterly
Reports on Form 10-Q. BEFORE MAKING ANY INVESTMENT DECISIONS,
INVESTORS AND SHAREHOLDERS OF THE REGISTRANT ARE URGED TO
CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders may obtain a free copy of the proxy
statement/prospectus and other filings containing information
about the Registrant and First Bancorp at the SECs website at
www.sec.gov. Investors and security holders may also obtain free
copies of the documents filed with the Securities and Exchange
Commission by the Registrant on its website at
http://www.carolinabank.com and by First Bancorp on its website
at http://www.localfirstbank.com.
About CAROLINA BANK HOLDINGS, INC. (NASDAQ:CLBH)