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): November 28, 2011
New Peoples Bankshares, Inc.
(Exact name of registrant as specified in its charter)
| VIRGINIA | 000-33411 | 31-1804543 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
67 Commerce Drive
Honaker, Virginia 24260
(Address of principal offices, including zip code)
(276) 873-7000
(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):
| ¨ | 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 |
New Peoples Bankshares, Inc. (the “Company”) reconvened its 2011 Annual Shareholders’ Meeting (the “Annual Meeting”) on November 28, 2011. A total of 10,010,178 shares of the Company’s Common Stock were entitled to vote as of September 20, 2011, the record date for the Annual Meeting. There were 5,928,205 shares present at the Annual Meeting in person or by proxy, and the shareholders voted on four proposals.
| Proposal 1: | Election of Directors |
The shareholders elected four directors to serve three year terms expiring in 2014 and one director to serve a two year term expiring in 2013. The four directors elected to serve the three year terms were John Cox, Charles H. Gent, Jr., Eugene Hearl, and A. Frank Kilgore. The director elected to serve the two year term was Jonathan H. Mullins. The results of the vote were as follows:
| Nominees |
Votes FOR | Votes Withheld | Broker Non-Votes | |||||||||
| John Cox |
5,046,495 | 842,410 | 3,550 | |||||||||
| Charles H. Gent, Jr. |
5,037,079 | 851,826 | 3,550 | |||||||||
| Eugene Hearl |
5,109,722 | 779,183 | 3,550 | |||||||||
| A. Frank Kilgore |
4,840,537 | 1,048,368 | 3,550 | |||||||||
| Jonathan H. Mullins |
5,064,161 | 824,744 | 3,550 | |||||||||
| Proposal 2: | Advisory Vote to Approve Named Executive Officer Compensation |
The shareholders approved a non-binding advisory vote to approve the compensation of the Company’s named executive officers. The results of the vote follow:
| Votes FOR |
Votes AGAINST |
Votes ABSTAIN |
Broker Non-Votes | |||
| 4,493,760 |
393,789 | 1,001,356 | 3,550 | |||
| Proposal 3: | Advisory Vote on Frequency of Stockholder Votes to Approve Named Executive Officer Compensation |
The shareholders approved the proposal to hold an annual non-binding advisory vote to approve compensation of the Company’s named executive officers. The results of the vote follow:
| One Year |
Two Years |
Three Years |
Votes ABSTAIN |
Broker Non-Votes | ||||
| 4,194,394 |
185,777 | 76,739 | 1,431,995 | 3,550 | ||||
| Proposal 4: | Ratification of the Appointment of Independent Registered Public Accounting Firm |
The shareholders voted to ratify the Company’s Audit Committee of the Board of Directors’ appointment of Elliott Davis, LLC to serve as its independent registered public accounting firm for the year ending December 31, 2011. The results of the vote follow:
| Votes FOR |
Votes AGAINST |
Votes ABSTAIN | ||
| 4,961,300 |
101,778 | 829,377 | ||
SIGNATURES
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.
| New Peoples Bankshares, Inc. | ||
| Date: November 30, 2011 | /S/ C. Todd Asbury | |
| C. Todd Asbury | ||
| Executive Vice President and Chief Financial Officer and Secretary | ||