Form 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): April 25, 2013

 

 

CSB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Ohio   0-21714   34-1687530

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

I.D. No.)

91 North Clay Street, P.O. Box 232, Millersburg, Ohio 44654

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (330) 674-9015

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))

 

 

 


Section 5 – Corporate Governance and Management

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 24, 2013, CSB Bancorp, Inc. (“CSB”) held its 2013 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on March 11, 2013, the voting record date, there were 2,736,060 CSB common shares outstanding and entitled to vote. At the Annual Meeting, 1,884,218, or 68.9%, of the outstanding common shares entitled to vote were represented by proxy or in person.

 

(1) Election of two directors to serve a three-year term expiring at the 2016 Annual Meeting of Shareholders:

 

     Number of Votes:  
     For      Withheld      Broker Non-Votes  

Jeffery A. Robb Sr.

     1,330,001         18,071         536,146   

John R. Waltman

     1,342,086         5,986         536,146   

Other directors whose term of office continued after the Annual Meeting:

Robert K. Baker

J. Thomas Lang

Ronald E. Holtman

Dr. Daniel J. Miller

Eddie L. Steiner

 

(2) Non-binding advisory vote upon a resolution to approve the compensation of executives as disclosed in CSB’s Proxy Statement dated March 25, 2013.

 

Number of Votes:

For

  

Against

  

Abstain

  

Broker Non-Votes

1,153,375

   169,703    24,994    536,146

 

(3) Non-binding advisory vote, whether the shareholder advisory votes on the compensation of CSB’s named executive officers will occur every 1, 2, or 3 years.

 

Number of Votes:

3 Year

  

2 Year

  

1 Year

  

Abstain

  

Broker Non-Votes

889,899

   79,787    240,547    137,839    536,146

 

(4) Ratification of the appointment of S.R. Snodgrass, A.C. as CSB’s independent registered public accounting firm for the 2013 fiscal year:

 

Number of Votes:

For

  

Against

  

Abstain

1,872,351

   1,014    10,853


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.

 

CSB Bancorp, Inc.
By:  

/s/ Paula J. Meiler

  Paula J. Meiler
  Senior Vice President and
  Chief Financial Officer

Date: April 25, 2013