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 12, 2011
GREEN BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
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Tennessee |
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0-14289 |
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62-1222567 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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100 North Main Street, Greeneville, Tennessee
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37743-4992 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (423) 639-5111
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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:
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 240.13e-4(c))
1
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2011 annual meeting of shareholders (the Annual Meeting) of Green Bankshares, Inc., a
Tennessee corporation (the Company), was held on May 12, 2011. At the Annual Meeting, Bruce
Campbell, Samuel E. Lynch and John Tolsma were elected as directors to hold office for a term of
one year and until their successors are duly elected and qualified. In addition, at the Annual
Meeting, the shareholders approved an amendment to the Companys Amended and Restated Charter to
declassify the Companys Board of Directors and provide for the annual election of directors;
approved, on an advisory, non-binding basis, the compensation of the Companys named executive
officers as disclosed in the definitive proxy statement delivered to the Companys shareholders in
connection with the Annual Meeting and filed with the Securities and Exchange Commission on April
8, 2011 (the Proxy Statement); and ratified the appointment of Dixon Hughes PLLC as the Companys
independent registered public accounting firm for 2011.
The final voting results of the approval of the charter amendment, the director elections, the
advisory, non-binding approval of compensation for the Companys named executive officers, and the
independent registered public accounting firm ratification proposal, which were described in more
detail in the Proxy Statement, are set forth below.
1. The amendment to the Companys Amended and Restated Charter to declassify the Board of
Directors and provide for the annual election of directors was approved by the following
tabulation:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
9,209,590
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566,637
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200,857
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0 |
2. The nominees for election to the Board of Directors were elected based upon the following
tabulation:
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Broker Non- |
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For |
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Withheld |
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Votes |
Bruce Campbell
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5,531,259
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629,294
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3,816,532 |
Samuel E. Lynch
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5,482,885
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677,667
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3,816,532 |
John Tolsma
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5,415,823
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744,729
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3,816,532 |
In addition to the foregoing directors, the remaining directors not up for re-election at the
Annual Meeting continue to serve on the Board of Directors.
3. The advisory, non-binding vote on the compensation of the Companys named executive
officers was approved by the following tabulation:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
5,362,822
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496,285
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301,445
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3,816,532 |
4. The ratification of the appointment of Dixon Hughes PLLC as the Companys independent
registered public accounting firm for 2011 was approved by the following tabulation:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
9,429,381
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216,487
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331,216
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0 |