UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM 8-K/A

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.

 

 

Date of Report:  June 5, 2012
(Date of earliest event reported)

 

Oak Valley Bancorp
(Exact name of registrant as specified in its charter)

 

CA

 

001-34142

 

26-2326676

(State or other jurisdiction
of incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification Number)

 

 

 

 

 

125 N. Third Ave. Oakdale, CA

 

95361

 

 

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(209) 848-2265
(Registrant’s telephone number, including area code)

 

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

 

At the Annual Meeting of Stockholders held June 5, 2012, the following matters were submitted to a vote of security holders with the indicated number of votes being cast for, against or withheld, and with the indicated number of abstentions:

 

1.

To re-elect four members of the Board of Directors to serve until the expiration of their three (3) year term or until their successors are duly elected and qualified.

 

 

 

Number of Votes

 

 

For

 

Withheld

 

Non-Vote

 

Donald L. Barton

 

2,706,742

 

11,526

 

2,467,964

 

 

 

 

 

 

 

 

 

Thomas A. Haidlen

 

2,701,807

 

16,461

 

2,467,964

 

 

 

 

 

 

 

 

 

Daniel F. Leonard

 

2,699,090

 

19,178

 

2,467,964

 

 

 

 

 

 

 

 

 

Ronald C. Martin

 

2,697,710

 

20,558

 

2,467,964

 

 

2.

To approve the advisory vote on executive compensation.

 

For

 

Against

 

Abstain

 

Non-Vote

 

 

 

 

 

 

 

 

 

2,606,021

 

57,884

 

54,363

 

2,467,964

 

 

3.

To require that directors be elected by cumulative vote.

 

For

 

Against

 

Abstain

 

Non-Vote

 

 

 

 

 

 

 

545,116

 

2,135,800

 

37,352

 

2,467,964

 

 

4.

To ratify the selection of Moss Adams LLP, independent auditors, to perform audit services for the year 2012.

 

For

 

Against

 

Abstain

 

Non-Vote

 

 

 

 

 

 

 

 

 

5,182,036

 

0

 

4,196

 

0

 

 


 

Item 7.01. Regulation FD Disclosure.

 

Oak Valley Bancorp (“Company”) is furnishing presentation materials included as Exhibit 99.1 to this report pursuant to Item 7.01 of Form 8-K.  The Company presented these materials addressing, among other things, the Company’s business strategies and financial performance, at the Company’s Annual Meeting of Shareholders on Tuesday, June 5, 2012 at 4:00 p.m.  The foregoing description of information contained in the presentation is qualified by reference to such presentation materials attached as Exhibit 99.1.  The Company is not undertaking to update this presentation or the information contained therein.

 

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

 

This report will not be deemed an admission as to the materiality of any information herein or contained in the presentation (including Exhibit 99.1).

 

 

Item 9.01. Financial Statements and Exhibits

 

(a) Financial statements:

None
(b) Pro forma financial information:

None
(c) Shell company transactions:

None
(d) Exhibits

99.1       Oak Valley Bancorp presentation materials on June 5, 2012

 

 

 

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.

 

 

Dated: October 1, 2012

 

OAK VALLEY BANCORP

 

 

 

By:

/s/ Richard A. McCarty

 

 

 

Richard A. McCarty

 

 

Executive Vice President and Chief Financial Officer

 

(Principal Financial Officer and duly authorized signatory)

 


 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

 

99.1

 

Oak Valley Bancorp presentation materials on June 5, 2012*

 

 

 

 

 

 

 

*Incorporated by reference from Form 8-K filed on June 8, 2012.