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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Community Financial Corp. (MM) | NASDAQ:CFFC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.25 | 0 | 01:00:00 |
Date of Report (Date of earliest event reported)
January 10, 2013
|
||
Community Financial Corporation
|
||
(Exact Name of Registrant as Specified in Its Charter)
|
||
Virginia
|
000-18265
|
54-1532044
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
38 North Central Avenue
Staunton, Virginia
|
24401
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
(540) 886-0796
|
||
(Registrant’s Telephone Number, Including Area Code)
|
||
Not Applicable
|
||
(Former Name or Former Address, if Changed Since Last Report)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Proposal No. 1
|
Approval and Adoption of the Merger Agreement
|
||
The Registrant’s common stockholders approved and adopted the Merger Agreement by the following vote:
|
|||
Percentage
|
|||
of Shares
|
|||
Number
|
Outstanding and
|
||
of Votes
|
Entitled To Vote
|
||
For
|
2,762,579
|
63.3%
|
|
Against
|
20,607
|
0.5%
|
|
Abstain
|
240
|
<0.1%
|
|
Broker Non-Votes
|
1,200
|
<0.1%
|
Proposal No. 2
|
Adoption of Resolution Regarding Possible Adjournment of Special Meeting
|
||
The Registrant’s common stockholders approved by the following vote a resolution to adjourn or postpone the special 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 meeting to approve the Merger Agreement:
|
|||
Percentage
|
|||
of Shares
|
|||
Number
|
Outstanding and
|
||
of Votes
|
Entitled To Vote
|
||
For
|
2,592,879
|
59.5%
|
|
Against
|
65,860
|
1.5%
|
|
Abstain
|
125,887
|
2.9%
|
|
Broker Non-Votes
|
0
|
<0.1%
|
Proposal No. 3
|
Adoption of Advisory Resolution Regarding Compensation Payable to Named Executive Officers Under the Merger Agreement
|
||
The Registrant’s common stockholders approved by the following vote an advisory (non-binding) resolution approving the compensation that may be paid or become payable to the Registrant’s named executive officers in connection merger of the Registrant with and into City Holding:
|
|||
Percentage
|
|||
of Shares
|
|||
Number
|
Outstanding and
|
||
of Votes
|
Entitled To Vote
|
||
For
|
2,238,597
|
51.3%
|
|
Against
|
232,247
|
5.3%
|
|
Abstain
|
312,582
|
7.2%
|
|
Broker Non-Votes
|
1,200
|
<0.1%
|
(d)
|
Exhibits
|
Date: January 10, 2013
|
COMMUNITY FINANCIAL CORPORATION
|
|
By:
|
/s/
Norman C. Smiley, III
|
|
Norman C. Smiley, III
President and Chief Executive Officer
|
1 Year Community Financial Corp. (MM) Chart |
1 Month Community Financial Corp. (MM) Chart |
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