UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 9, 2012
CALVIN B. TAYLOR BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Maryland
000-50047
52-1948274
(State of incorporation) (Commission file number) (IRS Employer
Identification No.)
24 North Main Street, Berlin, Maryland 21811
Address of principal executive offices
(410) 641-1700
(Registrant’s telephone number, including area code)
N/A
(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))
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Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 9, 2012, the Company held its Annual Meeting of Stockholders. The purposes of the meeting were as follows:
Item 1. To elect the Directors of the Company, who shall serve for a one-year
term, and until their respective successors are elected and have qualified.
Item 2. To ratify the appointment of Rowles & Company, LLP as the independent
auditors for Calvin B. Taylor Bankshares, Inc., and Calvin B. Taylor Banking
Company of Berlin, Maryland for the fiscal year ending December 31, 2012.
Item 3. To cast an advisory vote on executive compensation.
Item 4. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Final voting results for Item 1, the election of Directors, are detailed in the following table.
| Votes Cast | ||||
| For | Against | Withheld | Total | |
| James R Bergey Jr | 2,370,564 | - | 680 | 2,371,244 |
| John H Burbage Jr | 2,370,329 | - | 915 | 2,371,244 |
| Todd E Burbage | 2,370,469 | - | 775 | 2,371,244 |
| Charlotte K Cathell | 2,370,644 | - | 600 | 2,371,244 |
| Reese F Cropper Jr | 2,296,430 | - | 74,814 | 2,371,244 |
| Reese F Cropper III | 2,337,203 | - | 34,041 | 2,371,244 |
| Hale Harrison | 2,367,067 | - | 4,177 | 2,371,244 |
| Gerald T Mason | 2,370,469 | - | 775 | 2,371,244 |
| William H Mitchell | 2,296,670 | - | 74,574 | 2,371,244 |
| Joseph E Moore | 2,341,515 | - | 29,729 | 2,371,244 |
| Louis H. Taylor | 2,370,369 | - | 875 | 2,371,244 |
| Raymond M Thompson | 2,341,790 | - | 29,454 | 2,371,244 |
Final voting results for Item 2, ratification of Rowles & Company, LLP as independent auditor, are detailed in the following table.
| Votes Cast | Broker | ||||
| For | Against | Total | Abstentions | Non-votes | |
| Rowles & Company, LLC | 2,469,968 | 1,417 | 2,471,385 | 6,580 | 46,960 |
Final voting results for Item 3, advisory vote on executive compensation, are detailed in the following table.
| Votes Cast | ||||
| For | Against | Total | Abstentions | |
| Executive Compensation | 2,301,871 | 11,850 | 2,313,721 | 57,523 |
There was no other business introduced under Item 4.
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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.
Calvin B. Taylor Bankshares, Inc.
Date: May 11, 2012_______
By: /s/ Raymond M. Thompson
Raymond M. Thompson
President & Chief Executive Officer
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