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0001475841false00014758412020-05-082020-05-08

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 5, 2020

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.)

7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip Code)

303-892-8715
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Class A Common Stock

NBHC

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07Submission of Matters to a Vote of Security Holders

On May 5, 2020, the Company held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). The proposals voted on at the Annual Meeting and the final voting results are as follows:

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

Ralph W. Clermont

26,335,893

696,710

1,453,191

Robert E. Dean

26,287,434

745,169

1,453,191

Fred J. Joseph

26,521,051

511,552

1,453,191

G. Timothy Laney

26,646,049

386,554

1,453,191

Micho F. Spring

26,721,496

311,107

1,453,191

Burney S. Warren, III

26,497,549

535,054

1,453,191

Art Zeile

26,521,251

511,352

1,453,191

Proposal 2: The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020, based upon the following votes:

For

Against

Abstain

28,344,260

141,231

303

Proposal 3: The shareholders approved, on an advisory non-binding basis, the compensation paid to the Company’s named executive officers, based upon the following votes:

For

Against

Abstain

Broker Non-Votes

22,763,558

4,255,380

13,665

1,453,191

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.

National Bank Holdings Corporation

By:

/s/ Zsolt K. Besskó

Name:

Zsolt K. Besskó

Title:

Chief Administrative Officer & General Counsel

Date: May 8, 2020

v3.20.1
Document and Entity Information
May 08, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 05, 2020
Entity Registrant Name NATIONAL BANK HOLDINGS CORP
Entity Incorporation, State or Country Code DE
Entity File Number 001-35654
Entity Tax Identification Number 27-0563799
Entity Address, Address Line One 7800 East Orchard Road
Entity Address, Adress Line Two Suite 300
Entity Address, City or Town Greenwood Village
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80111
City Area Code 303
Local Phone Number 892-8715
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock
Trading Symbol NBHC
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001475841
Amendment Flag false