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): August 17, 2011
Hanmi Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-30421 | 95-4788120 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 3660 Wilshire Boulevard, Ph-A Los Angeles, California |
90010 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (213) 382-2200
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 Wednesday, August 17, 2011, Hanmi Financial Corporation (the “Company”) held its 2011 annual meeting of stockholders. The matters voted on at the meeting and the final voting results are as follows:
| (1) | Proposal 1: Election of Directors. The following persons were elected to serve as directors of the Company and received the number of votes set forth opposite their respective names: |
| Nominees |
Shares Voted For | Withheld | Broker Non-Votes | |||||||||
| I Joon Ahn |
40,976,014 | 6,704,443 | 65,045,049 | |||||||||
| John A. Hall |
43,787,125 | 3,893,332 | 65,045,049 | |||||||||
| Paul Seon-Hong Kim |
43,226,322 | 4,454,135 | 65,045,049 | |||||||||
| Joon Hyung Lee |
29,304,236 | 18,376,221 | 65,045,049 | |||||||||
| Joseph K. Rho |
40,735,289 | 6,945,168 | 65,045,049 | |||||||||
| William Stolte |
43,784,111 | 3,896,346 | 65,045,049 | |||||||||
| Jay S. Yoo |
40,876,141 | 6,804,316 | 65,045,049 | |||||||||
| (2) | Proposal 2: Resolution to Approve the Names Executive Officers’ Compensation. A proposal to approve the Named Executive Officers’ compensation (“Say on Pay”) was approved by the following vote: |
| Shares Voted For |
Shares Voted Against |
Abstentions | ||
| 43,305,480 |
3,988,373 | 386,604 |
| (3) | Proposal 3: Vote on the Proposal on the Frequency (Every 1, 2, or 3 Years) of Future Say on Pay. A proposal to approve the frequency of future Say on Pay Votes has passed “for One Year,” by the following vote: |
| One Year |
Two Years |
Three Years |
Abstentions | |||
| 36,109,283 |
579,150 | 9,963,679 | 1,028,345 |
| (4) | Proposal 4: Amendment to the Company’s Amended and Restated Certificate of Incorporation to Effect Reverse Stock Split. A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock by a ratio of not less than one-for-two and not more than one-for-twenty at any time prior to July 31, 2012, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors in its sole discretion, and (ii) reduce the number of authorized shares of our common stock by the reverse stock split ratio determined by the Board of Directors was approved by the following vote: |
| Shares Voted For |
Shares Voted Against |
Abstentions | ||
| 89,557,989 |
22,963,451 | 204,066 |
| (5) | Proposal 5: Ratification of Independent Registered Public Accounting Firm. A proposal regarding the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2011 was approved by the following vote: |
| Shares Voted For |
Shares Voted Against |
Abstentions | ||
| 104,361,847 |
7,410,384 | 953,275 |
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.
| Date: August 19, 2011 |
HANMI FINANCIAL CORPORATION | |||
| By: | /s/ Jay S. Yoo | |||
| Name: | Jay S. Yoo | |||
| Title: | President and Chief Executive Officer | |||