Item 5.07.
Submission of Matters to Vote of Security
H
olders
.
The 201
6
annual meeting of the shareholders of Embassy Bancorp, Inc.
(the “Company”)
was held on
June 1
6
, 201
6
. Notice of the meeting was mailed to shareholders of record on or about May
6
, 201
6
,
together with proxy solicitation materials prepared in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.
The annual meeting was held (a) to elect
four (4)
Class
3
Directors to serve for a 3-year term and until their successors are elected and qualified
;
(b) to approve an amendment to the Company’s Articles of Incorporation to eliminate cumulative voting in the election of Directors; (c) to approve an advisory, non-binding resolution regarding executive compensation; (d) to approve the Embassy Bancorp, Inc. Employee Stock Purchase Plan and (e
) to ratify the appointment of
Baker Tilly Virchow Krause, LLP
as the C
ompany’s independent registered public ac
counting firm for the year ending
December 31, 201
6
.
There was no solicitation in opposition to the nominees of the Board of Directors for election to the Board of Directors and all such nominees were elected. The number of votes cast for or wit
hheld, as well as the number of
broker non
-
votes, for each of the nominees for election to t
he Board of Directors as Class
3
Directors, was as follows:
|
!
|
|
|
|
|
|
|
|
Nominee
|
|
For
|
|
Withheld
|
|
Broker Non
-
votes
|
|
Bernard M. Lesavoy
|
|
4,920,517
|
|
83,887
|
|
1,288,012
|
|
David M. Lobach, Jr., Chairman
|
|
4,925,312
|
|
89,924
|
|
1,288,012
|
|
John C. Pittman
|
|
4,937,274
|
|
67,130
|
|
1,288,012
|
|
John T. Yurconic
|
|
4,949,609
|
|
54,795
|
|
1,288,012
|
Messrs.
Lesavoy, Lobach, Pittman and Yurconic
were elected.
|
|
2.
|
|
Amendment to the Company’s Articles of Incorporation to Eliminate Cumulative Voting in the Election of Directors
|
The proposal to approve and adopt an amendment to the Company’s Articles of Incorporation to add a new Article THIRTEENTH eliminating the right of shareholders to vote cumulatively in the elections of Directors was approved by
a majority of the votes cast on the matter. The number of votes cast for and against, as well as the number of abstentions and broker non
-
votes on this proposal, was as follows:
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non
-
votes
|
|
4,358,608
|
|
559,923
|
|
88,581
|
|
1,288,012
|
|
|
3.
|
|
Advisory Vote Regarding Executive Compensation
|
The proposal to approve, the non-binding, advisory resolution approving the compensation paid to the Company’s Named Executive Officers was approved by
a majority of the votes cast on the matter. The number of votes cast for and against, as well as the number of abstentions and broker non
-
votes on this proposal, was as follows:
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non
-
votes
|
|
4,663,933
|
|
225,988
|
|
117,192
|
|
1,288,012
|
|
|
4.
|
|
Embassy Bancorp, Inc. Employee Stock Purchase Plan
|
The proposal to approve,
the Embassy Bancorp, Inc. Employee Stock Purchase Plan was approved by
a majority of the votes cast on the matter.
The number of votes cast for and against, as well as the number of abstentions and broker non
-
votes on this proposal, was as follows:
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non
-
votes
|
|
4,856,728
|
|
114,779
|
|
35,605
|
|
1,288,012
|
|
|
5.
|
|
Ratification of the Appointment of Independent Registered Public Accounting Firm
|
The proposal to ratify the appointment of
Baker Tilly Virchow Krause, LLP
as the C
ompany’s independent registered public accounting firm for the year end
ing
December 31, 201
6
was approved by a majority of the votes cast on the matter. The number of votes cast for and against, as well as the number of abstentions and broker non
-
votes on this proposal, was as follows:
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non
-
votes
|
|
4,967,185
|
|
15,142
|
|
24,785
|
|
1,288,012
|