form8-k.htm
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): April 16, 2012
HILLS BANCORPORATION
(Exact name of Registrant as specified in its charter)
Commission File Number 0-12668
|
Iowa
|
|
42-1208067
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(IRS Employer Identification No.)
|
|
131 Main Street, Hills, Iowa 52235
|
|
(Address of principal executive office)
|
Registrant's telephone number, including area code: (319) 679-2291
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))
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held on April 16, 2012. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 16, 2012. The final results of the shareholder votes are as follows:
Proposal 1 – Election of Directors
The following individual was elected to serve as director to hold office until the 2014 Annual Meeting:
| |
|
For
|
Withhold Authority
|
Broker Non-Votes
|
| |
|
|
|
|
|
Emily A. Hughes
|
|
2,888,534
|
50,474
|
106,981
|
The following individuals were elected to serve as directors to hold office until the 2015 Annual Meeting:
| |
|
For
|
Withhold Authority
|
Broker Non-Votes
|
| |
|
|
|
|
|
Michael S. Donovan
|
|
2,905,476
|
33,532
|
106,981
|
|
Thomas J. Gill, D.D.S.
|
|
2,905,222
|
33,786
|
106,981
|
|
Dwight O. Seegmiller
|
|
2,903,969
|
35,039
|
106,981
|
|
Thomas R. Wiele
|
|
2,884,069
|
54,939
|
106,981
|
Proposal 2 – Non-Binding Advisory Vote on Executive Compensation
The shareholders approved executive compensation.
|
For
|
|
2,778,039
|
|
Against
|
|
56,588
|
|
Abstain
|
|
104,381
|
|
Broker Non-Votes
|
|
106,981
|
Proposal 3 – Approval of 2012 Hills Bancorporation Employee Stock Purchase Plan
The shareholders approved the 2012 Hills Bancorporation Employee Stock Purchase Plan.
|
For
|
|
2,829,313
|
|
Against
|
|
17,198
|
|
Abstain
|
|
92,497
|
|
Broker Non-Votes
|
|
106,981
|
Proposal 4 – Non-Binding Appointment of KPMG as the independent registered public accounting firm for Hills Bancorporation
The shareholders approved KPMG as independent registered public accounting firm.
|
For
|
|
3,002,850
|
|
Against
|
|
7,108
|
|
Abstain
|
|
36,031
|
|
Broker Non-Votes
|
|
0
|
SIGNATURE
Pursuant to the requirement 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.
| |
|
HILLS BANCORPORATION
|
| |
|
|
| |
|
|
|
Date: April 16, 2012
|
|
/s/ Dwight O. Seegmiller
|
| |
|
Dwight O. Seegmiller, Director, President and Chief Executive Officer
|