2014 Annual Meeting Results 8-K




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 7, 2014

NATIONAL BANK HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
001-35654
27-0563799
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip Code)

720-529-3336
(Registrant’s telephone, including area code)

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 (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 7, 2014, National Bank Holdings Corporation (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”). The proposals voted on at the Annual Meeting and the final voting results are as follows:
Proposal 1: All of the director nominees were elected to the Board of Directors based upon the following votes:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Frank V. Cahouet
36,081,688

1,388,439

474,217

Ralph W. Clermont
36,081,689

1,388,438

474,217

Robert E. Dean
36,081,689

1,388,438

474,217

Lawrence K. Fish
36,098,969

1,371,158

474,217

G. Timothy Laney
36,098,940

1,371,187

474,217

Micho F. Spring
36,081,861

1,388,266

474,217

Burney S. Warren, III
36,098,969

1,371,158

474,217


Proposal 2: The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014 based upon the following votes:
For
Against
Abstain
37,842,995
11,839
89,510

Proposal 3: The shareholders approved the Company’s 2014 Omnibus Incentive Plan based upon the following votes:
For
Against
Abstain
Broker Non-Votes
27,138,095
10,242,219
89,813
474,217



SIGNATURE
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.
 
National Bank Holdings Corporation
 
 
By:
/s/ Zsolt K. Besskó
 
Name: Zsolt K. Besskó
Title: Chief Administrative Officer & General Counsel


Date: May 12, 2014