UNITED STATES

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): May 1, 2013

NATIONAL BANK HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware

001-35654

27-0563799

(State or other jurisdiction
of incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

 

5570 DTC Parkway, Greenwood Village, Colorado, 80111
(Address of principal executive offices) (Zip Code)

720-529-3336
(Registrant's telephone, 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 (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

At the Annual Meeting of Shareholders of National Bank Holdings Corporation (the "Company") held on May 1, 2013, the Company's shareholders voted on (1) the election of seven directors nominated to the Company's Board of Directors to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified and (2) the ratification of the selection of KPMG LLP as the Company's independent auditors for the year ending December 31, 2013. The Company described these matters in its Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 27, 2013.

Proposal 1: All of the director nominees were elected to the Board of Directors based upon the following votes:

Nominee

Votes For

Votes Withheld

Broker Non-Votes

Frank V. Cahouet

35,634,987

5,876

1,488,388

Ralph W. Clermont

35,636,021

4,842

1,488,388

Robert E. Dean

35,636,021

4,842

1,488,388

Lawrence K. Fish

35,610,446

30,417

1,488,388

G. Timothy Laney

35,610,418

30,445

1,488,388

Micho F. Spring

35,391,349

249,514

1,488,388

Burney S. Warren, III

35,635,821

5,042

1,488,388

Proposal 2: The shareholders ratified the appointment of KPMG LLP as the Company's independent auditors for the year ending December 31, 2013 based upon the following votes:

For

Against

Abstain

37,114,869

4,382

10,000

 

 

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.

 

 

National Bank Holdings Corporation

Date: May 7, 2013

 

/s/ Mark W. Yonkman
Mark W. Yonkman, General Counsel and Secretary