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 1, 2012
Camden National Corporation
(Exact name of registrant as specified in its charter)
| Maine | 01-28190 | 01-0413282 | ||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number) |
(IRS Employer Identification No.)
|
| Two Elm Street, Camden, Maine | 04843 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (207) 236-8821
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.
The 2012 Annual Meeting of Shareholders of Camden National Corporation was held on May 1, 2012 at the Samoset Resort, 220 Warrenton Street, Rockport, Maine. At the Annual Meeting, there were present in person or by proxy 6,438,560 shares of the Company’s common stock, representing approximately 84% of the total outstanding eligible votes. The following is a brief description of each matter voted on at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each matter.
1. Election of three members to the Board of Directors to serve a three-year term to expire at the Annual Meeting in 2015:
| Broker | |||||||
| For | Withheld | Non-Vote | |||||
| Ann W. Bresnahan | 4,607,862 | 187,456 | 1,643,241 | ||||
| Gregory A. Dufour | 4,742,757 | 52,561 | 1,643,241 | ||||
| Rendle A. Jones | 4,706,991 | 88,327 | 1,643,241 |
The other directors that continued in office after the Annual Meeting are as follows:
| Term expires 2013 | Term expires 2014 |
| David C. Flanagan | Robert J. Campbell |
| James H. Page, Ph.D. | Craig S. Gunderson |
| Robin A. Sawyer, CPA | John W. Holmes |
| Karen W. Stanley | John M. Rohman |
2. Non-binding advisory vote on the compensation of the Company’s named executive officers (“Say-on-Pay”):
| For | Against | Abstentions | Broker Non-Vote | ||||
| 4,540,394 | 143,288 | 111,635 | 1,643,242 |
3. Approval of 2012 Equity and Incentive Plan:
| For | Against | Abstentions | Broker Non-Vote | ||||
| 3,258,862 | 1,411,810 | 124,645 | 1,643,241 |
4. Ratification of the appointment of Berry Dunn McNeil & Parker, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2012:
| For | Against | Abstentions | |||
| 6,348,548 | 36,093 | 53,918 |
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.
Dated: May 3, 2012
| CAMDEN NATIONAL CORPORATION | |
| (Registrant) | |
| By: /s/ DEBORAH A. JORDAN | |
| Deborah A. Jordan | |
| Chief Financial Officer and Principal | |
| Financial & Accounting Officer |