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
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Date of Report (Date of Earliest Event Reported): |
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May 21, 2013 (May 16, 2013) |
Northrim BanCorp, Inc.
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(Exact name of registrant as specified in its charter)
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Alaska |
0-33501 |
92-0175752 |
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of incorporation) |
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Identification No.) |
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3111 C Street, Anchorage, Alaska |
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99503 |
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Registrant’s telephone number, including area code: |
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907-562-0062 |
Not Applicable
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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))
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 16, 2013, Northrim BanCorp, Inc. (the “Company”) held its 2013 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals:
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To elect 11 directors nominated by the Board of Directors for a term ending at the 2014 annual meeting of shareholders or such other date as their successors may be elected and qualified; |
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To approve, by nonbinding advisory vote, the compensation of the Company’s named executive officers; |
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To ratify the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for fiscal year 2013. |
As of the March 21, 2013 record date for determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 6,513,096 shares of the Company’s common stock were outstanding and entitled to vote, each entitled to one vote per share. At the Annual Meeting, 6,090,395 shares of the Company’s common stock, or 93.50%, which constituted a quorum, were represented in person or by proxy. The following are the final votes on the matters presented for shareholder consideration at the Annual Meeting:
Election of Directors
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DIRECTOR |
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FOR |
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WITHHOLD |
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VOTES CAST |
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BROKER NONVOTES |
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R. Marc Langland |
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4,759,965 |
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176,769 |
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4,936,734 |
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1,153,661 |
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Joseph M. Beedle |
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4,758,903 |
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177,831 |
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4,936,734 |
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1,153,661 |
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Larry S. Cash |
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4,751,740 |
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184,994 |
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4,936,734 |
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1,153,661 |
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Mark G. Copeland |
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4,750,607 |
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186,127 |
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4,936,734 |
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1,153,661 |
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Ronald A. Davis |
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4,748,749 |
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187,985 |
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4,936,734 |
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1,153,661 |
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Anthony Drabek |
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4,506,279 |
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430,455 |
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4,936,734 |
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1,153,661 |
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Richard L. Lowell |
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4,748,766 |
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187,968 |
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4,936,734 |
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1,153,661 |
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David J. McCambridge |
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4,826,677 |
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110,057 |
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4,936,734 |
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1,153,661 |
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Irene Sparks Rowan |
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4,741,860 |
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194,874 |
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4,936,734 |
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1,153,661 |
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John C. Swalling |
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4,514,023 |
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422,711 |
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4,936,734 |
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1,153,661 |
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David G. Wight |
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4,826,324 |
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110,410 |
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4,936,734 |
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1,153,661 |
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Advisory Vote (Nonbinding) on Executive Compensation
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FOR |
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AGAINST |
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ABSTAIN |
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VOTES CAST |
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BROKER NONVOTES |
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4,481,637 |
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399,315 |
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55,782 |
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4,936,734 |
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1,153,661 |
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Ratification of Selection of Moss Adams LLP as the Company’s Independent Registered Accounting Firm for
Fiscal Year 2013
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FOR |
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AGAINST |
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ABSTAIN |
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VOTES CAST |
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BROKER NONVOTES |
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6,019,791 |
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61,753 |
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8,851 |
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6,090,395 |
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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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Northrim BanCorp, Inc. |
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May 21, 2013 |
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By: |
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/s/ Joseph M. Schierhorn |
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Name: Joseph M. Schierhorn |
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Title: Executive Vice President, Chief Financial Officer |
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