Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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FORM 8-K
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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 27, 2016

ZIONS BANCORPORATION
(Exact name of registrant as specified in its charter)

UTAH
 
001-12307
 
87-0227400
(State of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
ONE SOUTH MAIN,
15th FLOOR,
SALT LAKE CITY, UTAH
 
84133
 
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code
801-524-4787

N/A
 (Former name or former address, if changed since last report.)
 
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 240.13a-4(c))
 








ITEM 5.07    Submission of Matters to a Vote of Security Holders

Zions Bancorporation (the “Company”) held its Annual Meeting of Shareholders on May 27, 2016. At the meeting, shareholders elected 11 directors for a term of one year; ratified the appointment of Ernst & Young LLP as the Company’s independent auditor; approved, on a nonbinding advisory basis, the 2015 compensation paid to the Company’s executive officers; approved the Company’s 2017 Management Incentive Compensation Plan to preserve the tax deductibility of awards made under the plan; and voted against a shareholder proposal that the shareholders request the Board of Directors to establish a policy requiring the Board’s chairman be an “independent director”.

The results were as follows:

1.
Election of eleven (11) director nominees for a one-year term.

DIRECTOR
VOTES FOR
VOTES AGAINST
ABSTENTIONS
Jerry C. Atkin
151,058,661
4,671,480
   341,593
Patricia Frobes
151,659,675
4,051,635
   360,424
Suren K. Gupta
155,202,578
   525,031
   344,125
J. David Heaney
152,467,725
3,269,019
   334,990
Vivian S. Lee
155,092,702
   629,017
   350,015
Edward F. Murphy
155,082,114
   582,031
   407,589
Roger Porter
150,574,180
5,155,803
   341,751
Stephen D. Quinn
153,101,944
2,583,242
   386,548
Harris H. Simmons
150,824,498
3,237,694
2,009,542
L. E. Simmons
153,036,056
2,728,102
   307,576
Shelley Thomas Williams
152,142,583
3,601,398
   327,753

2.
Ratification of the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm to audit the Company’s financial statements for the fiscal year ending December 31, 2016.

Votes For
Votes Against
Abstentions
167,288,976
2,146,749
196,931


3.
Approval, on a nonbinding advisory basis, of the compensation paid to the Company’s named executive officers with respect to the fiscal year ended December 31, 2015.

Votes For
Votes Against
Abstentions
147,612,127
7,360,615
1,098,992


4.
To approve the Company’s 2017 Management Incentive Compensation Plan to preserve the tax deductibility of awards made under the plan.

Votes For
Votes Against
Abstentions
151,502,141
4,168,753
400,840





5. Shareholder proposal - That shareholders request the Board of Directors to establish a policy
requiring that the Board’s chairman be an “independent director.”

Votes For
Votes Against
Abstentions
20,330,740
135,301,678
439,316


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.
 
 
 
ZIONS BANCORPORATION
 
 
 
Date: June 1, 2016
By:
/s/ THOMAS E. LAURSEN
 
 
Name: Thomas E. Laursen
 
 
Title: Executive Vice President and
            General Counsel