8-K 1 v343529_8k.htm 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):  April 25, 2013

CORNERSTONE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Tennessee

000-30497

62-1175427

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

835 Georgia Avenue, Chattanooga, Tennessee 37402

(Address of principal executive offices)           (zip code)

(423) 385-3000

(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:

¨ 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.

The 2013 annual meeting of the shareholders (the “meeting”) of Cornerstone Bancshares, Inc. (the “Company”) was held on April 25, 2013. The final voting results for each of the proposals submitted for vote by the shareholders are set forth below.

Proposal 1 – Election of directors for a term of one year each, as follows:

		Votes For				Votes Against				Abstentions				Broker Non-Votes
B. Kenneth Driver			3,214,750.5402				71,987.5495				15,198.4373				1,713,192.0000
Karl Fillauer			3,229,125.7986				64,582.0130				8,228.7154				1,713,192.0000
David G. Fussell			3,153,080.5402				129,543.1918				19,312.7950				1,713,192.0000
Nathaniel F. Hughes			3,224,630.1989				69,077.6127				8,228.7154				1,713,192.0000
Lawrence D. Levine			3,163,301.6198				130,406.1918				8,228.7154				1,713,192.0000
Frank S. McDonald			3,215,645.7256				76,062.0860				10,228.7154				1,713,192.0000
Doyce G. Payne, M.D.			3,206,733.6460				78,004.4437				17,198.4373				1,713,192.0000
Wesley M. Welborn			3,117,759.4483				164,864.2837				19,312.7950				1,713,192.0000
Billy O. Wiggins			3,224,181.6120				58,442.1200				19,312.7950				1,713,192.0000
Marsha Yessick			2,979,875.5228				225,430.7775				96,630.2267				1,713,192.0000

Proposal 2 – Advisory vote on the Company’s Executive Compensation for its named executive officers (“say-on pay”).

Votes For				Votes Against				Abstentions				Broker Non-Votes
	3,010,359.3128				202,616.4479				88,960.7663				1,713,192.0000

Proposal 3 – Advisory vote on the frequency of future advisory say-on-pay votes.

One Year				Two Year				Three Year				Abstentions				Broker Non-Votes
	1,238,435.6140				211,158.0792				1,770,792.3959				81,550.4379				1,713,192.0000

In light of the above voting results and consistent with its recommendation to shareholders on this item, the Board of Directors of the Company has determined that the Company will hold future advisory votes on executive compensation every third year.

Proposal 4 – Ratification of appointment of Hazlett, Lewis & Bieter, PLLC to serve as independent registered public accountants of the Company for 2013.

Votes For				Votes Against				Abstentions				Broker Non-Votes
	4,897,858.0433				18,465.0000				98,805.4837				0.0000

-1-

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.

		CORNERSTONE BANCSHARES, INC.
Date:	May 1, 2013	By:	/s/: Nathaniel F. Hughes
			Nathaniel F. Hughes
			President and Chief Executive Officer