TSC-05.20.2014-8K


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 20, 2014

_________
TRISTATE CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
_________
Pennsylvania
 
001-35913
 
20-4929029
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
One Oxford Centre
301 Grant Street, Suite 2700
Pittsburgh, Pennsylvania 15219
(Address of principal executive offices)
(Zip Code)
(412) 304-0304
(Registrant's telephone number, including area code)
_________
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 20, 2014, TriState Capital Holdings, Inc. (the “Company”) held its annual meeting of shareholders. At the annual meeting, shareholders of the Company: (1) elected James F. Getz, Richard B. Seidel and Richard A. Zappala to the Board of Directors for terms expiring in 2018; (2) approved the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014; (3) approved the 2014 Omnibus Incentive Plan and performance goal criteria; and (4) approved the Short-Term Incentive Plan and performance goal criteria. The final results of voting on each of the matters submitted to a vote of security holders during the annual meeting are as follows.

1. Election of Directors
 
For
 
Withheld
 
Broker
Non-Votes
James F. Getz
 
23,821,403

 
776,817

 
2,204,202

Richard B. Seidel
 
23,900,191

 
698,029

 
2,204,202

Richard A. Zappala
 
23,821,191

 
777,029

 
2,204,202

 
For
 
Against
 
Abstain
2. Ratification of KPMG LLP as independent registered public accountants
26,749,078

 
53,044

 
300

 
For
 
Against
 
Abstain
 
Broker
Non-Votes
3. Approval of the 2014 Omnibus Incentive Plan and performance goal criteria
24,046,504

 
533,272

 
18,444

 
2,204,202

 
For
 
Against
 
Abstain
 
Broker
Non-Votes
4. Approval of the Short-Term Incentive Plan and performance goal criteria
24,220,820

 
490,570

 
10,944

 
2,080,088



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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 thereunto duly authorized.


TRISTATE CAPITAL HOLDINGS, INC.
 
 
By:
/s/ James F. Getz
 
James F. Getz
 
Chairman, Chief Executive Officer and President
 
 

Date: May 21, 2014


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