Form 8-K for 2015 Annual Meeting
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
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Date of Report (Date of Earliest Event Reported): | | May 21, 2015 |
EverBank Financial Corp
(Exact name of registrant as specified in its charter)
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Delaware | | 001-35533 | | 52-2024090 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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501 Riverside Ave., Jacksonville, FL | | | | 32202 |
(Address of principal executive offices) | | | | (Zip Code) |
904-281-6000
(Registrant's telephone number, 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:
[ ] 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))- 4 -
Item 5.03. Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
EverBank Financial Corp (the “Company”) held its 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”) on May 21, 2015. At the 2015 Annual Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (as amended, the “Certificate”) to declassify the Board of Directors and to provide for the annual election of directors. The Certificate is more fully described in the Company’s definitive proxy statement filed on March 27, 2015 with the Securities and Exchange Commission in connection with the 2015 Annual Meeting (the “Proxy Statement”). The full text of the Certificate is attached as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference. The the Certificate became effective upon filing with the Secretary of State of the State of Delaware on May 21, 2015 following stockholder approval at the 2015 Annual Meeting.
In connection with the Certificate, the Company also adopted an amendment to its Amended and Restated Bylaws (the “Bylaws”) to provide that the Company's stockholders may remove a director from the Board of Directors with or without cause. The amendment to the Bylaws was adopted by the Company’s Board of Directors on February 18, 2015, subject to stockholder approval of the amendment to the Certificate described above. The full text of the amended and restated Bylaws is attached as Exhibit 3.2 to this Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Proxies for the 2015 Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Board of Director's solicitation. At this meeting, the Company’s stockholders were requested to vote upon: (1) the re-election of five nominees as directors of the Company, (2) the ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015, (3) an advisory vote to approve executive compensation, commonly referred to as a “say on pay” vote, and (4) an amendment to the Company's Amended and Restated Certificate of Incorporation to provide for the annual election of directors, all of which were described in the Proxy Statement. The following actions were taken by the Company's stockholders with respect to each of the foregoing items:
Proposal 1-Re-Election of Directors
All of the nominees for director were re-elected at the 2015 Annual Meeting. With respect to each nominee, the total number of broker non-votes was 14,334,006. The table below sets forth the voting results for each director nominee.
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Name | Votes For | Votes Withheld |
Robert M. Clements | 100,624,387 | 1,886,559 |
Merrick R. Kleeman | 102,308,913 | 202,033 |
W. Radford Lovett, II | 102,160,622 | 350,324 |
Arrington H. Mixon | 102,316,415 | 194,531 |
Scott M. Stuart | 102,317,181 | 193,765 |
Proposal 2-Ratification of Selection of Independent Registered Public Accounting Firm
The selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015 was ratified by the Company's stockholders. There were no broker non-votes. The table below sets forth the voting results.
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Proposal | Votes For | Votes Against | Abstentions |
Ratification of Selection of Deloitte & Touche LLP | 116,324,167 |
| 432,692 |
| 88,093 |
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Proposal 3- Advisory Vote to Approve Executive Compensation
The Company’s stockholders approved, on an advisory, non-binding basis, the resolution regarding compensation of the Company's executives ("say-on-pay"), as described in the Proxy Statement. The table below sets forth the voting results.
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Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
Advisory Vote to Approve Executive Compensation
| 97,279,623 |
| 5,153,972 |
| 77,351 |
| 14,334,006 |
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Proposal 4-Amendment to Amended and Restated Certificate of Incorporation to provide for the Annual Election of Directors
The Company’s stockholders approved, the amendment to the Company's Amended and Restated Certificate of Incorporation to provide for the annual election of directors and to "declassify" the Board of Directors. The table below sets forth the voting results.
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Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
Amendment to the Company's Amended and Restated Certificate of Incorporation to provide for the annual election of directors | 102,438,424 |
| 3,867 |
| 68,655 |
| 14,334,006 |
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. | Description |
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3.1 | Amended and Restated Certificate of Incorporation of EverBank Financial Corp |
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3.2 | Amended and Restated Bylaws of EverBank Financial Corp |
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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.
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| | EverBank Financial Corp |
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| By: | /s/ Jean-Marc Corredor |
| | Name: Jean-Marc Corredor |
| | Title: Senior Vice President, Associate General Counsel and Assistant Secretary |
Dated: May 26, 2015 | | |
EXHIBIT LIST
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Exhibit No. | Description |
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3.1 | Amended and Restated Certificate of Incorporation of EverBank Financial Corp |
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3.2 | Amended and Restated Bylaws of EverBank Financial Corp |
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