8-K - Annual Shareholder Meeting results


 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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FORM 8-K
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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 22, 2015

ZIONS BANCORPORATION
(Exact name of registrant as specified in its charter)

UTAH
 
001-12307
 
87-0227400
(State of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
ONE SOUTH MAIN, 15th FLOOR,
SALT LAKE CITY, UTAH
 
84133
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code 801-524-4787

N/A
 
(Former name or former address, if changed since last report.)
 
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))




 ITEM 5.07    Submission of Matters to a Vote of Security Holders

Zions Bancorporation (the “Company”) held its Annual Meeting of Shareholders on May 22, 2015. At the meeting, shareholders elected 13 directors for a term of one year; ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for the current fiscal year; approved, on a nonbinding advisory basis, the compensation paid to the Company’s executive officers with respect to the fiscal year ended December 31, 2014; approved the Company’s 2015 Omnibus Incentive Plan; and voted to reject a shareholder proposal requesting the Company’s Board of Directors to establish a policy requiring that the Board’s chairman be an “independent director”.

The results were as follows:

1.
Shareholders elected 13 director nominees for a one-year term:

DIRECTOR
VOTES FOR
VOTES AGAINST
ABSTENTIONS
Jerry C. Atkin
148,339,279
8,837,717
628,029
John C. Erickson
155,693,677
1,480,630
630,718
Patricia Frobes
154,114,104
3,040,345
650,576
Suren K. Gupta
156,719,615
429,584
655,826
David J. Heaney
156,727,104
440,697
637,224
Vivian S. Lee
156,770,303
411,623
623,099
Edward F. Murphy
156,573,598
599,668
631,759
Roger B. Porter
154,557,391
2,632,044
615,590
Stephen D. Quinn
154,894,104
2,290,097
620,824
Harris H. Simmons
153,588,198
2,958,335
1,258,492
L. E. Simmons
154,753,677
2,439,473
611,875
Shelley Thomas Williams
153,784,324
3,398,024
622,677
Steven C. Wheelwright
154,118,605
2,925,719
760,701

2.
Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the current fiscal year:

Votes For
Votes Against
Abstentions
166,521,313
5,307,391
671,727

3.
Shareholders approved, on a nonbinding advisory basis, the compensation paid to the Company’s named executive officers with respect to the fiscal year ended December 31, 2014:

Votes For
Votes Against
Abstentions
151,737,404
670,973
796,398

4.
Shareholders approved the Company’s 2015 Omnibus Incentive Plan

Votes For
Votes Against
Abstentions
143,532,185
8,493,305
5,779,025








5. Shareholders rejected a shareholder proposal requesting the Board of Directors to establish a policy and amend the bylaws as necessary, to require the chairman of the board to be an “independent” member of the Board.

Votes For
Votes Against
Abstentions
24,304,888
129,907,603
3,592,534




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.
 
 
 
ZIONS BANCORPORATION
 
 
 
Date: May 27, 2015
By:
/s/ THOMAS E. LAURSEN
 
 
Name:   Thomas E. Laursen
 
 
Title:      Executive Vice President and
                    General Counsel