NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
|
Departure of Directors orCertain |
Approval of National Commerce Corporation 2017 Equity
Incentive Plan
On May 27, 2017, the stockholders of National Commerce
Corporation (the Company) approved the National Commerce
Corporation 2017 Equity Incentive Plan (the Plan), a copy of
which is attached as Exhibit 10.1 and is incorporated into this
Item 5.02 by reference. A description of the Plan is set forth in
the Companys definitive proxy statement on Schedule 14A for the
annual meeting of the Companys stockholders (the Annual Meeting)
that was filed with the Securities and Exchange Commission on
April 21, 2017 (the Proxy Statement) in the section titled
Proposal 2: Approval of the National Commerce Corporation 2017
Equity Incentive Plan, which description is incorporated in its
entirety in this Item 5.02 by reference. The description is
qualified in its entirety by reference to the Plan, which is
filed as Exhibit 4.2 to the Companys Registration Statement on
Form S-8 (Registration No. 333-218183), and incorporated herein
by reference.
Changes in Executive Compensation
In connection with the previously announced appointment of
Richard Murray, IV as the Companys Chief Executive Officer and
the transition of the Companys current Chief Executive Officer,
John H. Holcomb, III, to the role of Executive Chairman, in each
case effective as of May 31, 2017, the Compensation Committee of
the Companys board of directors (the Compensation Committee)
approved new annual base salaries for the named executive
officers of the Company in the following amounts: for Mr. Murray,
$415,000, for Mr. Holcomb, $300,000, and for William E. Matthews,
V, Vice Chairman and Chief Financial Officer of the Company,
$380,000. The new annual base salaries were approved at a meeting
of the Compensation Committee held on May 23, 2017 and will
become effective on June 1, 2017.
|
Item 5.07. |
Submission of Matters to a Vote of Security |
On May 23, 2017, the Company held its Annual Meeting. Summarized
below are descriptions of the matters voted on at the Annual
Meeting and the final results of such voting:
Proposal1 Election of Directors. The
stockholders elected each of the director nominees to serve as
directors until the Companys 2018 annual meeting of stockholders
and until their successors have been elected and qualified. Each
of the director nominees was a current director of the Company
who was re-elected. The voting for each of the directors at the
Annual Meeting was as follows:
|
Name |
Votes For |
Withhold Authority |
Broker Non-Votes |
|
Joel S. Arogeti |
8,314,539 |
16,113 |
2,433,367 |
|
Bobby A. Bradley |
8,313,539 |
17,113 |
2,433,367 |
|
Mark L. Drew |
8,314,539 |
16,113 |
2,433,367 |
|
R. Holman Head |
8,314,539 |
16,113 |
2,433,367 |
|
John H. Holcomb, III |
8,314,150 |
16,502 |
2,433,367 |
|
William E. Matthews, V |
8,231,203 |
99,449 |
2,433,367 |
|
C. Phillip McWane |
8,314,539 |
16,113 |
2,433,367 |
|
Richard Murray, IV |
8,277,382 |
53,270 |
2,433,367 |
|
G. Ruffner Page, Jr. |
8,314,539 |
16,113 |
2,433,367 |
|
Stephen A. Sevigny |
8,313,389 |
17,263 |
2,433,367 |
|
W. Stancil Starnes |
8,211,341 |
119,311 |
2,433,367 |
|
Temple W. Tutwiler, III |
8,313,389 |
17,263 |
2,433,367 |
|
Russell H. Vandevelde, IV |
8,313,389 |
17,263 |
2,433,367 |
|
Donald F. Wright |
8,314,539 |
16,113 |
2,433,367 |
Proposal 2 Approval of the 2017 Equity Incentive Plan. The
stockholders approved the adoption of the National Commerce
Corporation 2017 Equity Incentive Plan. The result of the vote
taken at the Annual Meeting was as follows:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
8,200,579 |
101,050 |
29,023 |
2,433,367 |
Proposal Ratification of Appointment of Independent
Registered Public Accountants. The stockholders
ratified the appointment of Porter Keadle Moore, LLC as the
Companys independent registered public accountants for the year
ending December 31, 2017. The result of the vote taken at the
Annual Meeting was as follows:
|
Votes For |
Votes Against |
Abstentions |
|
10,376,039 |
386,178 |
1,802 |
|
Item 9.01. |
Financial Statements and |
(d)Exhibits
|
Exhibit No. |
Description of Exhibit |
|
10.1 |
National Commerce Corporation 2017 Equity Incentive Plan |
About NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM)
National Commerce Corporation (NCC) is a financial holding company. The Company is engaged in the business of banking through its banking subsidiary, National Bank of Commerce (the Bank). The Company, through the Bank, provides a range of financial services to businesses, business owners and professionals. The Bank’s loan portfolio includes construction, land development and other land loans; loans secured by farmland; loans secured by one- to four-family residential properties; loans secured by multifamily residential properties; loans secured by nonfarm nonresidential properties; loans secured by real estate; commercial and industrial loans; consumer loans, and other loans. The Bank’s investment securities available-for-sale include the United States treasury securities, securities issued by states and political subdivisions, residential mortgage pass-through securities and investment in mutual funds and other equity securities. The Bank’s primary sources of funds are deposits. NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM) Recent Trading Information
NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM) closed its last trading session up +0.15 at 37.90 with 13,806 shares trading hands.
