Business Context and Reporting Period
This Form 8-K filing by The Bancorp, Inc. reports on the Annual Meeting of Stockholders held on May 1, 2014. The filing details the outcomes of shareholder votes regarding board elections, executive compensation, and the selection of independent auditors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
1. Election of Directors
All nominees for the Board of Directors were elected for one-year terms. There were 2,436,799 broker non-votes recorded for each nominee. The voting results were as follows:
| Nominee | Votes For | Votes Withheld |
|---|---|---|
| Betsy Z. Cohen | 28,768,464 | 3,203,315 |
| Daniel G. Cohen | 26,897,552 | 5,074,227 |
| Walter T. Beach | 27,079,149 | 4,892,630 |
| Michael J. Bradley | 28,599,335 | 3,372,444 |
| John C. Chrystal | 29,295,442 | 2,676,337 |
| Matthew Cohn | 28,700,064 | 3,271,715 |
| Hersh Kozlov | 28,766,064 | 3,205,715 |
| William H. Lamb | 25,991,733 | 5,980,046 |
| Frank M. Mastrangelo | 29,222,097 | 2,749,682 |
| James J. McEntee III | 28,768,197 | 3,203,582 |
| Mei-Mei Tuan | 29,387,648 | 2,584,131 |
2. Executive Compensation
The non-binding resolution to approve the 2013 compensation program for named executive officers was approved.
- Votes For: 25,355,582
- Votes Against: 6,574,248
- Abstentions: 41,949
- Broker Non-Votes: 2,436,799
3. Auditor Selection
Stockholders approved the selection of Grant Thornton LLP as the independent public accountants for the fiscal year ending December 31, 2014.
- Votes For: 33,845,904
- Votes Against: 557,524
- Abstentions: 5,150
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the total number of shares outstanding to calculate the percentage of votes for/against each director and the compensation proposal.
- Confirm the specific terms of the 2013 executive compensation program referenced in the advisory vote.
- Review the full proxy statement for details on the rationale behind the selection of Grant Thornton LLP.
- Note the significant number of broker non-votes (2,436,799) which may indicate a large portion of shares held in street name without voting instructions on director elections.