Document


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 15, 2018
liveoakbancshareslogo.jpg
LIVE OAK BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
North Carolina
001-37497
26-4596286
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
1741 Tiburon Drive, Wilmington, NC
28403
(Address of principal executive offices)
(Zip Code)
 
 
 
Registrant’s telephone number, including area code: (910) 790-5867
 
 
 
Not Applicable
(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:
 
¨
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 5.07.
Submission of Matters to a Vote of Security Holders.
(a)    The 2018 Annual Meeting of Shareholders (the "Annual Meeting") of Live Oak Bancshares, Inc. (the "Company") was held on May 15, 2018. On March 16, 2018, the record date for the Annual Meeting, 35,323,543 shares of the Company’s voting common stock were issued and outstanding, of which 33,984,277 were present for purposes of establishing a quorum.
(b)    Shareholders voted on the following matters at the Annual Meeting:
(1)
Shareholders elected William H. Cameron, Diane B. Glossman, Glen F. Hoffsis, Howard K. Landis III, James S. Mahan III, Miltom E. Petty, Jerald L. Pullins, Neil L. Underwood and William L. Williams III to the Board of Directors for terms of one year;
(2)
Shareholders approved an amendment of the Company’s Amended and Restated 2015 Omnibus Stock Incentive Plan to increase the number of shares of voting common stock issuable under such plan;
(3)
Shareholders ratified Dixon Hughes Goodman LLP as the Company’s independent auditors for 2018; and
(4)
Shareholders approved a proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the Annual Meeting to approve the matters to be considered by shareholders at the Annual Meeting.
A copy of the amendment of the Company's 2015 Omnibus Stock Incentive Plan, as approved by the shareholders at the Annual Meeting, is filed as Exhibit 10.1 hereto.
Set forth below are the number of votes cast for or against each such matter as well as the number of abstentions and broker non-votes with respect to each such matter.
Item
 
For
 
Against
 
Withheld/
Abstain
 
Broker
Non-Votes
Election of Directors
 
 
 
 
 
 
 
 
William H. Cameron
 
26,403,210
 
 
385,474
 
7,195,593
Diane B. Glossman
 
26,506,654
 
 
282,030
 
7,195,593
Glen F. Hoffsis
 
26,492,663
 
 
296,021
 
7,195,593
Howard K. Landis III
 
26,246,667
 
 
542,017
 
7,195,593
James S. Mahan III
 
26,760,708
 
 
27,976
 
7,195,593
Miltom E. Petty
 
26,704,918
 
 
83,766
 
7,195,593
Jerald L. Pullins
 
26,496,335
 
 
292,349
 
7,195,593
Neil L. Underwood
 
26,739,555
 
 
49,129
 
7,195,593
William L. Williams III
 
26,766,595
 
 
22,089
 
7,195,593
Amendment of 2015 Omnibus Stock Incentive Plan
 
25,017,286
 
1,541,803
 
229,595
 
7,195,593
Ratification of the Selection of Dixon Hughes Goodman LLP as Independent Auditors of the Company for 2018
 
33,750,213
 
227,888
 
6,176
 
Proposal to Adjourn the Annual Meeting to a Later Date or Dates, If Necessary
 
27,138,826
 
6,657,995
 
187,456
 





Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
 
Description
10.1

 





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
LIVE OAK BANCSHARES, INC.
 
By:
/s/ S. Brett Caines                   
 
 
S. Brett Caines
 
 
Chief Financial Officer
 
 
 
Dated: May 18, 2018