Form 8-K 2015 Annual Meeting Results


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 6, 2015

NATIONAL BANK HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
001-35654
27-0563799
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip Code)

720-529-3336
(Registrant’s telephone, including area code)

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):
[ ] Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 6, 2015, National Bank Holdings Corporation (the “Company”) held its 2015 Annual Meeting of Shareholders (the “Annual Meeting”). The proposals voted on at the Annual Meeting and the final voting results are as follows:
Proposal 1: All of the director nominees were elected to the Board of Directors, based upon the following votes:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Frank V. Cahouet
32,833,982
776,738
520,512
Ralph W. Clermont
32,832,215
778,505
520,512
Robert E. Dean
27,692,324
5,918,396
520,512
Fred J. Joseph
32,832,364
778,356
520,512
G. Timothy Laney
31,251,040
2,359,680
520,512
Micho F. Spring
32,832,517
778,203
520,512
Burney S. Warren, III
32,833,535
777,185
520,512

Proposal 2: The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015, based upon the following votes:
For
Against
Abstain
34,114,590
16,642
0

Proposal 3: The shareholders approved, on an advisory non-binding basis, the compensation paid to the Company’s named executive officers, based upon the following votes:
For
Against
Abstain
Broker Non-Votes
20,830,706
12,777,710
2,304
520,512

Proposal 4: Shareholders, on an advisory non-binding basis, recommended a one-year frequency for future advisory “Say on Pay” Votes, based on the following votes:
1 Year
2 Years
3 Years
Abstain
28,991,513
12,998
4,600,435
5,774

In light of the voting results, where the majority of the shareholders favored an annual advisory vote on executive compensation, the Company’s Board of Directors has elected to hold an annual advisory vote on executive compensation. This decision will be revisited at the next required vote on the frequency of shareholder votes on the compensation of executives, which is required to be provided at least every six years.
Proposal 5: The shareholders approved the Company’s 2015 Employee Stock Purchase Plan, based upon the following votes:
For
Against
Abstain
Broker Non-Votes
32,882,832
726,887
1,001
520,512







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.
 
National Bank Holdings Corporation
 
 
By:
/s/ Zsolt K. Besskó
 
Name: Zsolt K. Besskó
Title: Chief Administrative Officer & General Counsel
Date: May 11, 2015