- Current report filing (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) July 16, 2010

 

NORTH VALLEY BANCORP

(Exact name of registrant as specified in its charter)

 

California
(State or other jurisdiction of incorporation)
0-10652		94-2751350
(Commission File Number)		(IRS Employer Identification No.)
300 Park Marina Circle, Redding, CA		96001
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

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):

 

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))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders

 

The 2010 Annual Meeting of Shareholders of North Valley Bancorp (the “Company”) was held on July 16, 2010. Six matters were submitted to a vote of the shareholders through the solicitation of proxies and the results of the voting are set forth below:

 

Proposal 1 . The following nine persons (all incumbents) were nominated and elected as Directors of the Company, to serve for terms of one year. The voting results were as follows:

 

Director		Shares For			Withheld
Michael J. Cushman		4,240,471			460,348
William W. Cox		4,339,633			361,186
Royce L. Friesen		4,350,003			350,816
Dante W. Ghidinelli		4,346,688			354,131
Kevin D. Hartwick		4,346,742			354,077
Roger B. Kohlmeier		4,343,211			357,608
Martin A. Mariani		4,273,589			427,230
Dolores M. Vellutini		4,343,888			356,931
J.M. (Mike) Wells, Jr		4,320,182			380,637

 

Proposal 2 . To approve for purposes of NASDAQ Listing Rule 5635 the issuance of shares of Company Common Stock upon the conversion of up to 40,000 shares of Series A Mandatorily Convertible Cumulative Perpetual Preferred Stock of the Company, as contemplated by the Securities Purchase Agreements described in the Proxy Statement. The proposal was approved. The voting results were as follows:

 

Shares For		Shares Against		Abstain		Broker Non-Votes
4,377,574		273,241		50,004		1,816,303

 

Proposal 3 . To approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 20 million to 60 million. The proposal was approved. The voting results were as follows:

 

Shares For		Shares Against		Abstain
6,165,791		245,776		105,555

 

Proposal 4 . To approve an amendment to the Company’s Amended and Restated Articles of Incorporation to effect a one for five share reverse stock split of the Common Stock. The proposal was approved (although the Board of Directors reserved the right, at its sole discretion, to elect not to implement the reverse stock split, even though approved by the shareholders). The voting results were as follows:

 

Shares For		Shares Against		Abstain
5,290,084		1,103,957		123,081

 

Proposal 5 . To ratify the appointment of Perry-Smith LLP as the Company’s Independent Registered Public Accounting Firm for 2010. The proposal was approved. The voting results were as follows:

 

Shares For		Shares Against		Abstain
6,347,233		81,400		88,489

 

Proposal 6 . To approve an adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to adopt Proposals 1 through 5. The proposal was approved. The voting results were as follows:

 

Shares For		Shares Against		Abstain
5,790,488		633,246		93,388

 

 

 

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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.

 

	NORTH VALLEY BANCORP
Dated: July 19, 2010	By:	/s/ Kevin R. Watson
		Kevin R. Watson
		Executive Vice President
		Chief Financial Officer

 

 

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