Form 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): 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