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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): April 28, 2011
WEST BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
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Iowa | 0-49677 | 42-1230603 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1601 22nd Street, West Des Moines, Iowa 50266
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 515-222-2300
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:
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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
West Bancorporation, Inc.'s (the “Company's”) Annual Meeting of Shareholders was held on April 28, 2011. The record date for determination of shareholders entitled to vote at the meeting was February 28, 2011. There were 17,403,882 shares of common stock outstanding as of that date, each such share being entitled to one vote. At the shareholders' meeting the holders of 15,774,185 shares or approximately 90.6 percent of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the meeting. The following proposals were voted on at the meeting:
Proposal 1 - Election of Directors
Eleven directors were elected to serve for a one year term or until their successors are elected and qualified. The following results were reported at the meeting.
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| For | | Withheld |
Frank W. Berlin | 12,515,408 | | | 1,022,151 | |
Thomas A. Carlstrom | 12,570,747 | | | 966,812 | |
Joyce A. Chapman | 10,200,324 | | | 3,337,235 | |
Steven K. Gaer | 12,628,621 | | | 908,938 | |
Kaye R. Lozier | 12,345,608 | | | 1,191,951 | |
David R. Milligan | 12,350,517 | | | 1,187,042 | |
George D. Milligan | 12,053,647 | | | 1,483,912 | |
David D. Nelson | 12,550,292 | | | 987,267 | |
James W. Noyce | 12,355,997 | | | 1,181,562 | |
Robert G. Pulver | 12,024,296 | | | 1,513,263 | |
Lou Ann Sandburg | 12,630,047 | | | 907,512 | |
Proposal 2 - Approve, on a non-binding basis, the 2010 executive compensation disclosed in the Proxy Statement
The vote to approve the above proposal was as follows:
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| For | | Against | | Abstain |
Approval of 2010 executive compensation | 11,673,871 | | | 829,629 | | | 1,034,059 | |
Proposal 3 - Ratify the appointment of independent registered public accounting firm
The vote to ratify the above proposal was as follows:
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| For | | Against | | Abstain |
McGladrey & Pullen, LLP | 15,114,019 | | | 573,362 | | | 86,804 | |
Proposal 4 - Shareholder proposal regarding director compensation
The vote for the shareholder proposal was as follows:
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| For | | Against | | Abstain |
Shareholder proposal regarding director compensation | 3,063,969 | | | 10,061,737 | | | 411,854 | |
Item 8.01 Other Events.
Copies of the presentation materials and comments from the Company's annual shareholder meeting are hereby furnished and are filed as Exhibit 99.1 and Exhibit 99.2 and are incorporated herein by reference.
On April 28, 2011, the Company's Board of Directors held its annual organizational meeting. David R. Milligan was re-elected Chairman of the Board. Robert G. Pulver was re-elected Vice Chairman.
The following tables provide the makeup of the standing and ad hoc committees through the date of the next annual organizational meeting:
Audit Committee:
James W. Noyce, Chair
Joyce A. Chapman
George D. Milligan
Lou Ann Sandburg
Compensation Committee:
Robert G. Pulver, Chair
Frank W. Berlin
Thomas A. Carlstrom
Steven K. Gaer
Nominating and Corporate Governance Committee:
Frank W. Berlin, Chair
Steven K. Gaer
Kaye R. Lozier
Robert G. Pulver
Risk Management Committee:
George D. Milligan, Chair
Joyce A. Chapman
David D. Nelson
James W. Noyce
Lou Ann Sandburg
Douglas R. Gulling
Harlee N. Olafson
Executive Committee:
David R. Milligan, Chair
Frank W. Berlin
George D. Milligan
David D. Nelson
James W. Noyce
Robert G. Pulver
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. | Description |
Exhibit 99.1 | West Bancorporation, Inc. Annual Meeting comments made on April 28, 2011 |
Exhibit 99.2 | West Bancorporation, Inc. Annual Meeting PowerPoint slide presentation |
The information contained in this report may contain forward-looking statements about the Company's growth and acquisition strategies, new products and services, and future financial performance, including earnings and dividends per share, return on average assets, return on average equity, efficiency ratio, and capital ratios. Certain statements in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements preceded by, followed by or that include the words “believes,” “expects,” “intends,” “should,” “anticipates,” or similar references, or references to estimates or predictions. Such forward-looking statements are based upon certain underlying assumptions, risks, and uncertainties. Because of the possibility that the underlying assumptions are incorrect or do not materialize in the future, actual results could differ materially from these forward-looking statements. Risks and uncertainties that may affect future results include: interest rate risk; competitive pressures; pricing pressures on loans and deposits; changes in credit and other risks posed by the Company's loan and investment portfolios, including declines in commercial or residential real estate values or changes in the allowance for loan losses dictated by new market conditions or regulatory requirements; actions of bank and non-bank competitors; changes in local and national economic conditions; changes in regulatory requirements, including actions of the Securities and Exchange Commission, the United States Department of the Treasury, the Federal Deposit Insurance Corporation, the Federal Reserve Board, and/or the Iowa Division of Banking; changes in the Treasury's Capital Purchase Program; and customers' acceptance of the Company's products and services. The Company undertakes no obligation to revise or update such forward-looking statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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.
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| | West Bancorporation, Inc. |
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April 29, 2011 | By: | /s/ Douglas R. Gulling |
| | Name: Douglas R. Gulling |
| | Title: Executive Vice President and Chief Financial Officer |
Exhibit Index
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Exhibit No. | Description |
Exhibit 99.1 | West Bancorporation, Inc. Annual Meeting comments made on April 28, 2011 |
Exhibit 99.2 | West Bancorporation, Inc. Annual Meeting PowerPoint slide presentation |